Common use of Completion of Share Transfers Clause in Contracts

Completion of Share Transfers. 22.1 Where this clause 22 applies to the transfer of any Share, the Share shall be transferred free of encumbrances and with all rights attaching thereto and the transfer shall be governed by the law of England and Wales. 22.2 On completion of any transfer of Shares under this agreement where this clause 22 applies: (A) the seller shall deliver to the purchaser a duly executed transfer in favour of the purchaser together with the certificate(s) representing the relevant Shares and a power of attorney in a form and in favour of a person nominated by the purchaser, so as to enable the purchaser, pending registration, to exercise all rights of ownership in relation to the Shares transferred to it including, without limitation, the voting rights; (B) in the case of clauses 18 (Novartis Transfer and GSK Right of First Refusal), 19.4 (GSK Transfer and Novartis Right of First Refusal and Tag Right), 19 (Novartis Put Option) and 21 (Transfer of Shares on Default), the purchaser shall pay the relevant Cash consideration as referred to in clauses 18.2(J) (Novartis Transfer and GSK Right of First Refusal), clause 19.2(J) (GSK Transfer and Novartis Right of First Refusal and Tag Right), 20.6 (Novartis Put Option), and 21.2(A) (Transfer of Shares on Default) to the seller for value on the date of completion in such manner as may be agreed between the seller and the purchaser before completion or failing any such agreement by telegraphic transfer in immediately available funds to such bank account as may be notified by the seller to the purchaser; (C) the seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the purchaser as the purchaser may reasonably require to give effect to the transfer of Shares to it (save, for the avoidance of doubt, the payment of any stamp duty or stamp duty reserve tax required in connection with such transfer which shall be for the account of the purchaser); and (D) the Company shall, subject to the instrument of transfer being duly stamped, procure that the purchaser shall be registered as the holder of the relevant Shares.

Completion of Share Transfers. 22.1 Where 17.1 The Parties agree that this clause 22 applies Clause 17 shall apply to any transfer of Shares which is required in order to implement the terms of this Agreement (a “Shareholder Transfer”). 17.2 On any Shareholder Transfer the Party selling Shares (the “Seller”) shall transfer the relevant Shares to the transfer of any SharePerson acquiring the Shares (the “Purchaser”) with Full Title, the Share shall be transferred free of encumbrances from all Encumbrances and together with all rights attaching thereto and the transfer shall be governed by the law of England and Walesto them. 22.2 On completion of any transfer 17.3 If a sale and purchase of Shares under this agreement where this clause 22 applies:Agreement is subject to a requirement to obtain prior Requisite Consents, then the date for completion shall be extended until the expiry of 10 Business Days after all such Requisite Consents have been obtained. (A) 17.4 At completion of a Shareholder Transfer the seller Seller shall deliver to the purchaser a Purchaser all necessary documents, duly executed transfer in favour of the purchaser together with the certificate(s) representing executed, to enable the relevant Shares to pass fully and a power effectively into the name of attorney in a form and in favour the Purchaser or such other Person as the Purchaser may nominate. 17.5 At completion of a person nominated by the purchaser, so as to enable the purchaser, pending registration, to exercise all rights of ownership in relation to the Shares transferred to it including, without limitationShareholder Transfer, the voting rights; (B) in the case of clauses 18 (Novartis Transfer and GSK Right of First Refusal), 19.4 (GSK Transfer and Novartis Right of First Refusal and Tag Right), 19 (Novartis Put Option) and 21 (Transfer of Shares on Default), the purchaser Purchaser shall pay the consideration in respect of the relevant Cash consideration as referred to in clauses 18.2(J) (Novartis Transfer and GSK Right of First Refusal), clause 19.2(J) (GSK Transfer and Novartis Right of First Refusal and Tag Right), 20.6 (Novartis Put Option), and 21.2(A) (Transfer of Shares on Default) to the seller for value on the date of completion in such manner as may be agreed between the seller and the purchaser before completion or failing any such agreement Seller by telegraphic electronic transfer in immediately available cleared funds to such bank an account as may be notified nominated by the seller to the purchaser;Seller. (C) the seller 17.6 The Seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the purchaser Purchaser as the purchaser Purchaser may reasonably require to give effect to the transfer of Shares to it it. 17.7 If the Seller fails to complete the Shareholder Transfer as required under this Clause 17, the terms of Clause 14 (save, Power of Attorney) shall apply and the Company may at its election receive the purchase price for the avoidance of doubtShareholder Transfer on trust for the Seller, the payment of any stamp duty or stamp duty reserve tax required in connection with such transfer and give a good receipt which shall be for fully discharge the account of the purchaser); and (D) the Company shall, subject to the instrument of transfer being duly stamped, procure that the purchaser shall be registered as the holder of the relevant SharesPurchaser.

Completion of Share Transfers. 22.1 Where 18.1 The Parties agree that this clause 22 applies Clause 18 (Completion of Share Transfers) shall apply to any Disposal of Shares which is required in order to implement the terms of this Agreement (a “Shareholder Transfer”). 18.2 On any Shareholder Transfer the Shareholder selling Shares (the “Seller”) shall transfer the relevant Shares to the transfer of any Shareperson acquiring the Shares (the “Purchaser”) with Full Title, the Share shall be transferred free of encumbrances from all Encumbrances and together with all rights attaching thereto and the transfer shall be governed by the law of England and Walesto them. 22.2 On completion of any transfer 18.3 If a sale and purchase of Shares under this agreement where this clause 22 appliesAgreement is subject to a requirement to obtain prior Requisite Consents, then the date for completion shall be extended until the expiry of ten (10) Business Days after all such consents have been obtained. 18.4 At completion of a Shareholder Transfer: (Aa) the seller Seller shall deliver to the purchaser a Purchaser: (i) duly executed share transfer deeds in respect of the relevant Shares in favour of the purchaser together with Purchaser or such other person as the certificate(sPurchaser may nominate; (ii) representing the share certificates in respect of the relevant Shares or an affidavit in a form reasonably required by the Purchaser for any lost share certificates; (iii) a legally binding undertaking by the Seller that the Shares are sold with Full Title; (iv) in the event that the Seller is Disposing of all of the Shares held by it or is Disposing of a number of Shares which results in the Seller ceasing to have the right to appoint a member of the Board, written resignations to take effect from completion of any Directors formerly appointed to the Board or to the board of directors of a JV Subsidiary by the Seller, in each case executed as a deed and relinquishing any right (past, present or future) against the Company (or, as appropriate, the relevant JV Subsidiary) for loss of office (whether contractual, statutory or otherwise); (v) a certified copy of the minutes of the meeting of the board of directors of the Seller authorising the execution of all documents delivered at such completion, and a certified copy of any power of attorney under which any such document has been executed; and (vi) any other document reasonably required by the Purchaser, including without limitation any documents and agreements required in a form and in favour connection with any tax obligations due upon the sale of shares. 18.5 At completion of a person nominated by the purchaser, so as to enable the purchaser, pending registration, to exercise all rights of ownership in relation to the Shares transferred to it including, without limitationShareholder Transfer, the voting rights; (B) in the case of clauses 18 (Novartis Transfer and GSK Right of First Refusal), 19.4 (GSK Transfer and Novartis Right of First Refusal and Tag Right), 19 (Novartis Put Option) and 21 (Transfer of Shares on Default), the purchaser Purchaser shall pay the consideration in respect of the relevant Cash consideration as referred to in clauses 18.2(J) (Novartis Transfer and GSK Right of First Refusal), clause 19.2(J) (GSK Transfer and Novartis Right of First Refusal and Tag Right), 20.6 (Novartis Put Option), and 21.2(A) (Transfer of Shares on Default) to the seller for value on the date of completion in such manner as may be agreed between the seller and the purchaser before completion or failing any such agreement Seller by telegraphic electronic transfer in immediately available cleared funds to such bank an account as may be notified nominated by the seller to the purchaser;Seller. (C) the seller 18.6 The Seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the purchaser Purchaser as the purchaser Purchaser may reasonably require to give effect to the transfer Disposal of Shares to it it. 18.7 At completion of a Shareholder Transfer the Purchaser(s) shall acquire (save, in consideration for payment to the avoidance Seller of doubt, the payment face value of the loan and any accrued but unpaid interest) or procure the repayment of any stamp duty or stamp duty reserve tax required in connection with such transfer which outstanding loans made by the Seller to the Company. 18.8 The Parties shall be for procure the account registration of the purchaser); and transfer of relevant Shares under this Clause 18 (DCompletion of Share Transfers) with the Company shall, subject and otherwise with relevant registrars. 18.9 The Purchaser is not obliged to complete the instrument purchase of transfer being duly stamped, procure that the purchaser shall be registered as the holder any of the relevant SharesShares being sold under this Clause 18 (Completion of Share Transfers) unless the purchase of all such Shares is completed simultaneously.