Transfer of Voting Stock Sample Clauses

Transfer of Voting Stock. The County's prior written consent, which may be withheld or delayed in 1730 its sole and absolute discretion, shall be required for the sale or transfer by any means, whether 1731 by agreement or by operation of law (including transfers resulting from death, bankruptcy or 1732 divorce), of any of the voting stock of the Contractor. Notwithstanding any provision herein to the 1733 contrary, a transfer of voting stock from (i) Contractor to an Affiliate who is an Affiliate on the date 1734 of execution of this Agreement, (ii) between Contractor or members of their immediate family, (iii) 1735 between members of the same immediate family, or (iv) to a trust, testamentary or otherwise 1736 does not require the prior written consent of the County and is not subject to any requirement 1737 herein for submittal of information, reimbursement of costs or the transfer fee. 1738 D. Reimbursement of Cost Related to Assignment Review. If the Contractor requests the consent of 1739 the County for any transaction described in Section 15.7 hereof, the proposed assignee, as a 1740 condition of assignment, shall reimburse the County for all costs and expenses incurred by the 1741 County in reviewing, examining, and analyzing the request, including all direct and indirect 1742 administrative expenses of the County and consultants and attorney’s fees and expenses. Along 1743 with its written request for the review of the assignment, Contractor shall remit to County an 1744 assignment review fee in the amount of one hundred thousand dollars ($100,000) which shall be 1745 intended to compensate the County of the costs of its review of the requested assignment. Such 1746 fee shall not be refundable to the Contractor in the event that the County determines, in its sole 1747 discretion, that the proposed assignment is unacceptable. In the event that the County’s total 1748 costs for the review of the assignment exceed one hundred thousand dollars ($100,000) the 1749 assignee shall compensate the County for its actual and reasonable costs within thirty (30) days of 1750 receiving the County’s invoice. Such costs shall be supported with evidence of the expense or cost 1751 incurred.
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Transfer of Voting Stock. (a) Xxxxx Xxxxxxx shall not sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, neither Xxxxx Xxxxxxx nor any of his Affiliates shall be obligated to dispose of any shares of Class A Common Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class thereof) Beneficially Owned by Xxxxx Xxxxxxx and his Affiliates is increased as a result of a recapitalization of the Company or any other action taken by the Company, the LLC or any Member. So long as any Senior Note remains outstanding, Xxxxx Xxxxxxx shall not sell, assign, transfer or otherwise dispose of any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in Xxxxx Xxxxxxx Beneficially Owning a number of shares of Class A Common Stock which is less than the lesser of (i) seventy percent (70%) of the number of shares of Class B Common Stock allocated to Apollo on the date hereof pursuant to the operating agreement of the LLC and (ii) the number of shares of Class A Common Stock or Class B Common Stock then Beneficially Owned by Apollo plus one share (b) None of the LLC, any Member or any Affiliate thereof shall sell, assign or transfer, or otherwise dispose of, any shares of Voting Stock if such sale, assignment, transfer or disposition (including as a result of a later conversion of Class B Common Stock by the transferee thereof) would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. None of the LLC, any Member or any Affiliate thereof shall, directly or indirectly, acquire Beneficial Ownership of any shares of Voting Stock (including as a result of a conversion of Class B Common Stock) if such acquisition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, none of the LLC, any Member or any Affiliate thereof shall be obligated to dispose of any shares of Voting Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class there...
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Transfer of Voting Stock. The Company will not, nor will it permit the Bank to, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any subsidiary of the Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company’s consolidated assets (“Material Subsidiary”), nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary. “Voting Stock” means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power because of default in dividends or other default.
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Transfer of Voting Stock. Except as contemplated by Section 9(b), the Company will not, nor will it permit MainStreet Bank (the “Bank”) to, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any subsidiary of the Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company’s consolidated assets (“Material Subsidiary”), nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary. “Voting Stock” means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power because of default in dividends or other default.
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Transfer of Voting Stock. During the Standstill Period, no Holder shall cause or permit to be effected any Transfer of any Voting Stock to any of its Affiliates (other than Parent and any
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Transfer of Voting Stock. The City of Capitola's written consent, which may be withheld or delayed in its sole and absolute discretion, shall be required for the sale or transfer by any means whether by agreement or by operation of law (including transfers resulting from death, bankruptcy or divorce) of any of the voting stock of the Franchisee, which results in loss by Green Waste Recovery of operational or voting control of Franchisee. "Voting control,” means the ownership of, and the right to vote, stock possessing at least 51 percent of the total combined voting power of all classes of Franchisee's capital stock issued, outstanding, and entitled to vote for the election of directors. Upon transfer of any of Franchisee's voting stock, City shall be given immediate notice of the class and number of shares transferred and of the number of outstanding shares of the class.
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Transfer of Voting Stock 
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Related to Transfer of Voting Stock

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Restriction on Transfer of Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement. (b) Other than (i) any Transfer of Shares which is an Involuntary Transfer or (ii) any Transfer that occurs on an alternative trading system that has been approved by the Company in writing, and Transfer of Shares shall be subject to the prior written approval of the Company, which the Company may give or withhold in its sole discretion. (c) The Company shall keep or cause to be kept on behalf of the Company a register (which may be in electronic form) that will provide for the registration and Transfer of Shares. The Company may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any class of Shares and Transfers of such class of Shares as herein provided. For Shares represented by Certificates, upon surrender of a Certificate for registration of Transfer of any Shares evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Shares for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Shares as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (d) The Company shall not recognize any Transfer of Shares evidenced by Certificates until the Certificates evidencing such Shares are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Shares, whether or not such Shares are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. The Company’s transfer agent may require a transferring shareholder to pay reasonable and customary fees in connection with any voluntary transfer of Class A shares. (e) By acceptance of the Transfer of any Share, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Shares so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Shares and the admission of any new Member shall not constitute an amendment to this Agreement. (f) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Shares or the settlement of any transactions involving Shares entered into through electronic systems maintained by the Administrator on behalf of the Company, facilities of the Depository or any National Securities Exchange on which such Shares are listed for trading. (g) The Initial Member and its Affiliates shall not be permitted to Transfer any Shares that are Beneficially Owned by them prior to the one-year anniversary of the final closing of the Offering, except to a Masterworks Affiliate or as required by law or in bankruptcy or similar proceeding, and shall not be permitted to Transfer any unvested ASA Shares at any time, provided, however, notwithstanding the definition of the term “Transfer,” the Initial Member and its Affiliates shall be permitted, during such one-year period, to pledge any or all of such Shares to unaffiliated third-party lenders and, for the avoidance of doubt, such lenders shall not be subject to the provisions of this Section 2.7(g) if they obtain Beneficial Ownership of such Shares in connection with a default by the Initial Member and its Affiliates pursuant to the transactions in which such third-party lenders obtained such Shares. (h) Any Class A shares held by a Member that beneficially owns greater than 10% of the outstanding Class A shares, whether or not any of such shares constitute Voting Shares for purposes of this Agreement, shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. Such Member shall not be entitled to execute a voluntarily transfer of such shares through the Templum ATS (or any similar system or market that permits transfers of unrestricted securities) or request removal of such restrictive legend on such shares, unless the Company and its Transfer Agent are satisfied, in their sole and absolute discretion, that such proposed de-legending and/or transfer complies with applicable federal securities laws and the Company and/or its Transfer Agent shall be entitled to require the requesting Member to furnish the Company with an opinion from counsel of national recognition in support of such request. (i) The Class C Ordinary Share, once issued, can only be transferred between Masterworks affiliated entities, including from one Masterworks Investor to another. (j) Any Transfer or attempted Transfer of any Share(s) in contravention of this Agreement shall be absolutely null and void ab initio and of no force or effect, on or against the Company, any Member, any creditor of the Company or any claimant against the Company and may be enjoined, and shall not be recorded on the books and records of the Company. No distributions of cash or property of the Company shall be made to any transferee of any Share(s) which is/are Transferred in violation hereof, nor shall any such Transfer be registered on the books of the Company. The Transfer or attempted Transfer of any Share(s) in violation hereof shall not affect the Beneficial Ownership of such Share(s), and, notwithstanding such Transfer or attempted Transfer, the Member making such prohibited Transfer or attempted Transfer shall retain the right to vote, if any, and the right to receive liquidation proceeds and any other distributions with respect to the Shares.

  • Sale and Transfer of Shares On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

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