Common use of Transfer of Voting Stock Clause in Contracts

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.

Transfer of Voting Stock. The County's prior written consent, which may be withheld or delayed in 1730 1731 its sole and absolute discretion, shall be required for the sale or transfer by any means, whether 1731 1732 by agreement or by operation of law (including transfers resulting from death, bankruptcy or 1732 1733 divorce), of any of the voting stock of the Contractor. Notwithstanding any provision herein to the 1733 1734 contrary, a transfer of voting stock from (i) Contractor to an Affiliate who is an Affiliate on the date 1734 1735 of execution of this Agreement, (ii) between Contractor or members of their immediate family, (iii) 1735 1736 between members of the same immediate family, or (iv) to a trust, testamentary or otherwise 1736 1737 does not require the prior written consent of the County and is not subject to any requirement 1737 1738 herein for submittal of information, reimbursement of costs or the transfer fee. 1738 . 1739 D. Reimbursement of Cost Related to Assignment Review. If the Contractor requests the consent of 1739 1740 the County for any transaction described in Section 15.7 hereof, the proposed assignee, as a 1740 1741 condition of assignment, shall reimburse the County for all costs and expenses incurred by the 1741 1742 County in reviewing, examining, and analyzing the request, including all direct and indirect 1742 1743 administrative expenses of the County and consultants and attorney’s fees and expenses. Along 1743 1744 with its written request for the review of the assignment, Contractor shall remit to County an 1744 1745 assignment review fee in the amount of one hundred thousand dollars ($100,000) which shall be 1745 1746 intended to compensate the County of the costs of its review of the requested assignment. Such 1746 1747 fee shall not be refundable to the Contractor in the event that the County determines, in its sole 1747 1748 discretion, that the proposed assignment is unacceptable. In the event that the County’s total 1748 1749 costs for the review of the assignment exceed one hundred thousand dollars ($100,000) the 1749 1750 assignee shall compensate the County for its actual and reasonable costs within thirty (30) days of 1750 1751 receiving the County’s invoice. Such costs shall be supported with evidence of the expense or cost 1751 1752 incurred.