Common use of Completion of Transfer Clause in Contracts

Completion of Transfer. 13.7.1 Upon completion of the allocation under Clause 13.6.5, the Board shall within two (2) Business Days of the completion of such allocation give written notice of the allocation (an “Allocation Notice”) to the Seller and each Shareholder to whom Sale Shares have been allocated (an “Applicant”) specifying the number of Sale Shares allocated to each Applicant and the place and time (being not less than five (5) Business Days nor more than ten (10) Business Days after the date of the Allocation Notice) for completion of the transfer of the Sale Shares. 13.7.2 Upon service of an Allocation Notice, the Seller must, against payment of the Transfer Price, transfer the Sale Shares to the Applicants in accordance with the requirements specified in it, by the delivery of duly executed transfer forms together with the relative share certificates in respect of such Sale Shares to the Applicants. 13.7.3 If the Seller fails to comply with the provisions of Clause 13.7.2: (a) the Company and each Director shall be constituted and shall be deemed to have been appointed the agent and attorney of the Seller with full power to: (i) take such actions and complete, execute and deliver, in the name and on behalf of the Seller, all documents necessary to give effect to the transfer of the relevant Sale Shares to the Applicants against payment of the relevant Transfer Price to the Company; and (ii) (subject to the transfer being duly stamped) enter the Applicants in the register of members as the holders of the Sale Shares purchased by them; and (b) the Company’s receipt of the Transfer Price shall be a good discharge to the Applicants. Upon receipt of the Transfer Price, the Company shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) or otherwise hold the Transfer Price on trust for the Seller until it has delivered to the Company its share certificate(s) in respect of the relevant Sale Shares (or a duly executed indemnity for lost certificate in a form acceptable to the Board).

Completion of Transfer. 13.7.1 Upon completion Subject to paragraph 4, any Direct Transfer of the allocation Transfer Securities by the Transferring Investor to the Non-Transferring Investor (a "Buyer") made under Clause 13.6.5, this Schedule 4 shall be made in accordance with this paragraph 3.1. (i) The Transferring Investor and the Board Buyer shall within two have the right to request the addition of any necessary Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions. (2ii) Each of the Transferring Investor and the Buyer shall use reasonable endeavours to ensure the satisfaction of any Permitted Regulatory Condition applying to it as soon as possible. (iii) If any of the Permitted Regulatory Conditions is not satisfied or waived 60 Business Days or, in the case of a regulatory approval, 150 Business Days, after service of the completion of such allocation give written notice Transfer Notice, then the Transfer Notice shall lapse. (iv) Completion of the allocation (an “Allocation Notice”) to Direct Transfer of the Seller and each Shareholder to whom Sale Shares have been allocated (an “Applicant”) specifying the number of Sale Shares allocated to each Applicant and the Transfer Securities shall take place and time (being not less than five (5) Business Days nor more than ten (10) 15 Business Days after the date the Transferring Investor sends a Notice to the Non- Transferring Investor pursuant to paragraph 2.4(ii) or the date of satisfaction or waiver of all Permitted Regulatory Conditions (whichever is the Allocation Noticelater) for completion (the "Transfer Date") and at such reasonable time and place as the Transferring Investor and the Buyer shall agree or, failing which, at 5.00 p.m. at the registered office of the transfer of the Sale SharesStubco. 13.7.2 Upon service of an Allocation Notice(v) On or before the Transfer Date and subject to compliance by the Buyer with its obligations under paragraph 3.1(vi), the Seller must, against payment Transferring Investor shall deliver to the Buyer in respect of the Transfer Price, transfer the Sale Shares to the Applicants in accordance with the requirements specified in it, by the delivery of duly executed transfer forms together with the relative share certificates in respect of such Sale Shares to the Applicants. 13.7.3 If the Seller fails to comply with the provisions of Clause 13.7.2Securities: (a) the Company and each Director shall be constituted and shall be deemed to have been appointed the agent and attorney of the Seller with full power to:duly executed instruments for transfer; (ib) take such actions and complete, execute and deliver, any relevant Securities certificates (or an express indemnity in a form satisfactory to the Buyer in the name and on behalf case of the Seller, all documents necessary any certificate found to give effect to the transfer of the relevant Sale Shares to the Applicants against payment of the relevant Transfer Price to the Companybe missing); and (iic) (subject to the transfer being duly stamped) enter the Applicants a power of attorney in the register such form and in favour of members such person as the holders Buyer may nominate to enable the Buyer to exercise all rights of ownership including, without limitation, voting rights pending registration of the Sale Shares purchased by them; andDirect Transfer. (bvi) the Company’s receipt Against delivery of the Transfer Price shall be a good discharge documents referred to the Applicants. Upon receipt of the Transfer Pricein paragraph 3.1(v), the Company Buyer shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) or otherwise hold total consideration due for the Transfer Price on trust for the Seller until it has delivered Securities to the Company Transferring Investor by telegraphic transfer to its share certificate(s) in respect of Nominated Bank Account by 5.00 p.m. on the relevant Sale Shares (Transfer Date. If the Buyer fails or a duly executed indemnity for lost certificate in a form acceptable refuses to comply with this obligation, then the Board)Transfer Notice shall lapse.

Completion of Transfer. 13.7.1 Upon completion Any transfers of Relevant Securities made under the provisions of Clauses 18, 19 and 20 (except by a Transferring Shareholder to an accepting Offeror under Clause 18.6.3(i) which shall be made as agreed with the Offeror) shall be made in accordance with the following terms set out in this Clause 21.2. 21.2.1 The Selling Shareholder and the Buyer shall have the right to request the addition of any necessary Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions, but only to the extent necessary to be able to complete the transfer of the allocation under Clause 13.6.5, the Board shall within two (2) Business Days Relevant Securities. 21.2.2 Each of the completion Selling Shareholder and the Buyer shall use reasonable endeavours to ensure the satisfaction of such allocation give written notice any Permitted Regulatory Condition applying to it as soon as possible. 21.2.3 If any of the allocation Permitted Regulatory Conditions is not satisfied or waived 90 days or, in the case of a regulatory approval, 180 days after service of the Relevant Notice (an “Allocation in each case, unless a longer period is agreed between the Selling Shareholder and the Buyer), then the Relevant Notice shall lapse and if the Relevant Notice is a Transfer Notice”) , then the Transfer Assets, for a period of six months thereafter, shall be offered to the Seller and each Shareholder Offeror who had previously made a Third Party Offer but was unable to whom Sale Shares have been allocated (an “Applicant”) specifying the number of Sale Shares allocated to each Applicant and the place and time (being not less than five (5) Business Days nor more than ten (10) Business Days after the date proceed as a result of the Allocation Notice) for completion rights of first refusal contained in Clause 18.6.2. 21.2.4 Completion of the transfer of the Sale SharesRelevant Securities shall take place 21 days after the Relevant Time or the date of satisfaction or waiver of all Permitted Regulatory Conditions (whichever is the later) (the “Transfer Date”) and at such reasonable time and place as the Selling Shareholder and the Buyer shall agree or, failing which, at 11.00 a.m. at the registered office of the Company. 13.7.2 Upon service of an Allocation Notice21.2.5 On or before the Transfer Date, the Seller must, against payment of the Transfer Price, transfer the Sale Shares Selling Shareholder shall deliver to the Applicants in accordance with the requirements specified in it, by the delivery of duly executed transfer forms together with the relative share certificates Buyer in respect of such Sale Shares to the Applicants. 13.7.3 If the Seller fails to comply with the provisions of Clause 13.7.2: (a) the Company and each Director shall be constituted and shall be deemed to have been appointed the agent and attorney of the Seller with full power toRelevant Securities: (i) take such actions and complete, execute and deliver, duly executed instruments for share transfer; (ii) duly executed instruments for assignment of Debt owed to the Selling Shareholder and/or its Associated Companies by the Company and/or any Group Company; (iii) any relevant share certificates (or an express indemnity in a form satisfactory to the Buyer in the name and on behalf case of the Seller, all documents necessary any certificate found to give effect to the transfer of the relevant Sale Shares to the Applicants against payment of the relevant Transfer Price to the Companybe missing); and (iiiv) (subject to the transfer being duly stamped) enter the Applicants a power of attorney in the register such form and in favour of members such person as the holders Buyer may nominate to enable the Buyer to exercise all rights of ownership, including, without limitation, voting rights. 21.2.6 Against delivery of the Sale Shares purchased by them; and (b) the Company’s receipt of the Transfer Price shall be a good discharge documents referred to the Applicants. Upon receipt of the Transfer Pricein Clause 21.2.5, the Company Buyer shall pay the Transfer Price into a separate bank account in total consideration due for the Company’s name Relevant Securities to the Selling Shareholder by 5 p.m. (Cyprus time) on trust (but without interest) or otherwise hold the Transfer Price on trust for the Seller until it has delivered to the Company its share certificate(s) in respect of the relevant Sale Shares (or a duly executed indemnity for lost certificate in a form acceptable to the Board)Date.

Completion of Transfer. 13.7.1 Upon 1. The completion of transfer of the allocation under Clause 13.6.5, Transferred Equity in this Agreement shall be done upon the Board shall within two fulfillment or waiver of all the following preconditions: (1) This Agreement becomes effective; (2) Business Days There is no material adverse change on the financial condition, business operation or prospect of the completion Target Company; (3) The Transferor maintains the representations, guarantees, and commitments made on the date of such allocation give written notice execution of this Agreement true and accurate without misleading elements in major aspects; (4) The Transferor, as the shareholder of the allocation (an “Allocation Notice”) to Target Company, makes related resolution and approves the Seller and each Shareholder to whom Sale Shares have been allocated (an “Applicant”) specifying the number transfer of Sale Shares allocated to each Applicant and the place and time (being not less than five equity interests stated in this Agreement; (5) Business Days nor more than ten (10) Business Days after the date The Articles of Association of the Allocation Notice) for completion of Target Company has been amended lawfully and appropriately in order to reflect the transfer of the Sale SharesTransferred Equity as stated in this Agreement. The Transferee must be recorded on the Articles of Association as the shareholder holding the Transferred Equity; and (6) The Target Company has completed the registration procedures with relevant industry and commerce authority for the transfer of the Transferred Equity stated in this Agreement. The Transferee may waive the preconditions stated in aforesaid clauses (2) and (3). If, within 180 days or other period as agreed upon by the parties, the above preconditions still have not been fulfilled or waived, this Agreement shall be terminated. Neither party is entitled to make any claim of any nature to the other party according to this Agreement, except for the rights or obligations effected before the termination of this Agreement or according to the provisions surviving the termination. 13.7.2 Upon service 2. The transfer of an Allocation Noticethe Transferred Equity under this Agreement shall be completed on the date when the Target Company completes the registration procedures for the transfer of equity interests with relevant industry and commerce authority (hereinafter referred as “Transfer Completion”). Then the date on which the registration is done shall be the date of completion of transfer (hereinafter referred as the “Completion Date”). Before the Transfer Completion, both the Transferor and Transferee should hand over (or make sure to do so) all documents (including but not limited to approvals by government departments, the Seller must, against payment documents regarding internal approval of the Transferor, and other documents that the Transferor guarantees as true and accurate) and articles and take all actions as required by this Agreement. 3. If, at any time before the Completion Date, there arises any of the following situations, the Transferee is entitled to notify the Transferor to terminate this Agreement any time before the Transfer PriceCompletion: (1) There appear material adverse changes in the financial condition, transfer business operations or prospect of the Sale Shares to Target Company; (2) The Transferor materially breaches the Applicants representations, guarantees and commitments made under this Agreement; or (3) The Transferor materially breaches its obligations under this Agreement. If the Transferee terminates this Agreement in accordance with the requirements specified in itabove provision, by the delivery neither party is entitled to make any claim of duly executed transfer forms together with the relative share certificates in respect of such Sale Shares any nature to the Applicants. 13.7.3 If other according to this Agreement, except for the Seller fails to comply with rights and obligations effected before the termination of this Agreement or under the provisions of Clause 13.7.2: (a) surviving the Company and each Director shall be constituted and shall be deemed to have been appointed the agent and attorney of the Seller with full power to: (i) take such actions and complete, execute and deliver, in the name and on behalf of the Seller, all documents necessary to give effect to the transfer of the relevant Sale Shares to the Applicants against payment of the relevant Transfer Price to the Company; and (ii) (subject to the transfer being duly stamped) enter the Applicants in the register of members as the holders of the Sale Shares purchased by them; and (b) the Company’s receipt of the Transfer Price shall be a good discharge to the Applicants. Upon receipt of the Transfer Price, the Company shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) or otherwise hold the Transfer Price on trust for the Seller until it has delivered to the Company its share certificate(s) in respect of the relevant Sale Shares (or a duly executed indemnity for lost certificate in a form acceptable to the Board)termination.

Completion of Transfer. 13.7.1 Upon completion The sale of the allocation Shares in accordance with this Clause shall be made under Clause 13.6.5, the Board shall within two (2) Business Days following terms: 20.7.1 if any of the completion of such allocation give written notice of Permitted Conditions to which the allocation (an “Allocation Notice”) to the Seller and each Shareholder to whom Sale Shares have been allocated (an “Applicant”) specifying the number of Sale Shares allocated to each Applicant and the place and time (being Bid Notice is subject is not less than five (5) Business Days nor more than ten (10) satisfied or waived 90 Business Days after the date service of that notice then the Allocation Notice) for Bid Notice shall lapse. Otherwise, completion of the transfer of the Sale SharesShares to be sold shall be completed seven Business Days after the Auctioneer's notice has been served or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "Transfer Date") and at such reasonable time and place as the Shareholders agree or, failing which, at the registered office of the Company during normal business hours. 13.7.2 Upon service of an Allocation Notice, 20.7.2 the Seller must, against payment of the Transfer Price, transfer the Sale Shares selling Shareholder(s) must deliver to the Applicants in accordance with the requirements specified in it, by the delivery of duly executed transfer forms together with the relative share certificates Purchaser in respect of such Sale the Shares to it is selling on or before the Applicants. 13.7.3 If the Seller fails to comply with the provisions of Clause 13.7.2: (a) the Company and each Director shall be constituted and shall be deemed to have been appointed the agent and attorney of the Seller with full power toTransfer Date: (i) take such actions and complete, execute and deliver, in the name and on behalf of the Seller, all documents necessary to give effect to the duly executed share transfer of the relevant Sale Shares to the Applicants against payment of the relevant Transfer Price to the Companyforms; and (ii) (subject to the transfer being duly stamped) enter the Applicants in the register of members as the holders of the Sale Shares purchased by themrelevant share certificates; and (biii) a power of attorney in such form and in favour of such person as the Company’s receipt Purchaser may nominate to enable the Purchaser to exercise all rights of the Transfer Price shall be a good discharge to the Applicants. Upon receipt of the Transfer Price, the Company shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) or otherwise hold the Transfer Price on trust for the Seller until it has delivered to the Company its share certificate(s) ownership in respect of the relevant Sale Shares to be sold including voting rights; and 20.7.3 the Purchaser shall pay the Bid Price to the selling Shareholder(s) by banker's draft or by telegraphic transfer to the bank account(s) of the selling Shareholder(s) notified to it for the purpose on the Transfer Date; and 20.7.4 in accordance with Clause 26. 21 Put and Call Options 21.1 Options in the event of dilution In the event that either Shareholder's shareholding in the Company is reduced to less than 25 per cent of the issued share capital of the Company (a "Minority Shareholding"), the other Shareholder, provided that it holds not less than 50 per cent of the issued share capital of the Company (the "Majority Shareholding"), shall have an option (the "Majority Call Option") of purchasing all (but not some) of the Shares held by the Minority Shareholder ("Minority Shares") from the Minority Shareholder and the Minority Shareholder shall have an option (the "Minority Put Option") of requiring the Majority Shareholder to purchase all (but not some) of the Minority Shares in each case for an amount equal to the Fair Value of the Minority Shares (the "Option Price") on the terms of this Clause. 21.2 Options on change of control In the event that any Shareholder undergoes a change of control (other than a solvent reorganisation or reconstruction within its group such that its ultimate holding company is the same after the event as it was before, or a duly executed indemnity for lost certificate spin-off or distribution of the shares or assets or a tax-exempt de-merger of an intermediate holding company to all or substantially all of the shareholders of the ultimate holding company), the non-acquired Shareholder shall have an option (a "Change of Control Put Option") entitling it to sell all (but not some) of its Shares to the Shareholder which has undergone a change of control, or an option (a "Change of Control Call Option") entitling it to purchase all the Shares of the Shareholder which has undergone a change of control which in a form either case shall be exercisable by it at any time within 24 months following the change of control if during that period the acquired party (or its controlling shareholder) proposes formally to the Board on more than one occasion changes to the fundamental strategy or operations of the Company which are not acceptable to the Board)non-acquired Shareholder. The price at which the non-acquired Shareholder may purchase the Shares of the acquired Shareholder will be an amount equal to the Fair Value of the Shares (also the "Option Price") and otherwise on the terms of this Clause. The flotation of an intermediate holding company of a Shareholder shall not be considered to be a change of control for the purposes of this Clause.

Completion of Transfer. 13.7.1 Upon The completion of the allocation any Transfer of Securities under Clause 13.6.5, the Board this Agreement shall within two (2) Business Days of the completion of such allocation give written notice of the allocation (an “Allocation Notice”) to the Seller and each Shareholder to whom Sale Shares have been allocated (an “Applicant”) specifying the number of Sale Shares allocated to each Applicant and the place and time (being not less than five (5) Business Days nor more than ten (10) Business Days after the date of the Allocation Notice) for completion of the transfer of the Sale Shares. 13.7.2 Upon service of an Allocation Notice, the Seller must, against payment of the Transfer Price, transfer the Sale Shares to the Applicants be made in accordance with the requirements specified following terms: 19.2.1 completion of such Transfer shall be subject to the satisfaction of any applicable and necessary Permitted Regulatory Condition, and the Transferring Shareholder and the purchaser shall have the right to require the addition of any necessary Permitted Regulatory Condition(s) or adjustments to existing Permitted Regulatory Condition(s), but only to the extent necessary for the Transfer of the relevant Securities;‌ 19.2.2 the Transferring Shareholder and the purchaser shall be obliged to use commercially reasonable endeavours within their power and control to obtain the satisfaction of any necessary Permitted Regulatory Condition which is applicable to the Transfer as soon as possible and in itany event prior to the date falling three (3) months from the service of the relevant Notice to the Non- Transferring Shareholder (the "Share Transfer Long-stop Date"). The Non- Transferring Shareholder shall co-operate with the Transferring Shareholder and the purchaser in facilitating such effort to satisfy the Permitted Regulatory Condition;‌ 19.2.3 if a Permitted Regulatory Condition is not satisfied or waived prior to the Share Transfer Long-stop Date, by no Transfer of Securities pursuant to this Agreement shall be permitted; 19.2.4 the delivery of Transferring Shareholder shall be obliged to deliver to the purchaser a duly executed transfer forms form in favour of the purchaser together with the relative share certificates relevant evidence to title (or an indemnity in respect thereof in a form reasonably satisfactory to the Directors) and a power of attorney in favour of the purchaser (to enable the purchaser to exercise its legal rights to the Shares, including to exercise its voting rights in respect of the Shares, pending registration); 19.2.5 the purchaser shall be obliged to pay the aggregate transfer price in respect of the relevant Securities (plus all stamp and other registration duties in connection with such Sale Shares Transfer) to the Applicants.Transferring Shareholder by wire transfer for same day value on the date of completion or in such other manner as the purchaser and the Transferring Shareholder may agree prior to completion; 13.7.3 If 19.2.6 the Seller fails purchaser shall (unless it is already a party to comply with this Agreement or it will, upon completion of the provisions Transfer, be the owner of Clause 13.7.2:all of the Securities of the Company) be obliged to enter into a Deed of Adherence; and‌ (a) 19.2.7 the Company and each Director Transferring Shareholder shall be constituted obliged to do all such other acts and shall be deemed execute all such other documents in a form reasonably satisfactory to have been appointed the agent and attorney of purchaser as the Seller with full power to: (i) take such actions and complete, execute and deliver, in the name and on behalf of the Seller, all documents necessary purchaser may reasonably require to give effect to the transfer Transfer of the relevant Sale Shares Securities to the Applicants against payment of the relevant Transfer Price to the Company; and (ii) (subject to the transfer being duly stamped) enter the Applicants in the register of members as the holders of the Sale Shares purchased by them; and (b) the Company’s receipt of the Transfer Price shall be a good discharge to the Applicants. Upon receipt of the Transfer Price, the Company shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) or otherwise hold the Transfer Price on trust for the Seller until it has delivered to the Company its share certificate(s) in respect of the relevant Sale Shares (or a duly executed indemnity for lost certificate in a form acceptable to the Board)it.