Common use of Deemed Transfer Notice Clause in Contracts

Deemed Transfer Notice. If any Party who directly or indirectly holds Shares commits an Event of Default (defined in Clause 5.3 below), then the Board of the Company, at a meeting in which the Directors nominated by the Party which has committed the Event of Default the “Defaulting Party” will not be entitled to participate, shall be entitled, at its discretion, by notice in writing to require the Defaulting Party to give a transfer notice (“Transfer Notice”) in respect of all the Shares then registered in the name of the Defaulting Party and procure any person holding any Shares in trust for or on behalf of the Defaulting Party to give a Transfer Notice in respect of all other Shares beneficially owned by the Defaulting Party, and the provisions of clauses 5.4 and 5.5 below shall apply to the transfer of Shares made pursuant to such Transfer Notice(s). The Transfer Notice(s) shall specify a price (the “Transfer Price”) for each Share which shall, in the case of an Event of Default specified in Clause 5.3.1, be the Market Price less a discount of 17.5 per cent, and in the case of all other Events of Default, be the Market Price. In the event that the Defaulting Party or any trustee or other person fails to issue the Transfer Notice as aforesaid, such Transfer Notice may be issued on its behalf by a person nominated by the Board at a meeting in which Directors nominated by the Defaulting Party are entitled to attend but not participate with a copy to the Defaulting Party. For the purpose of this Clause 5, the Defaulting Party, the person holding Shares in trust for or on behalf of the Defaulting Party having given a Transfer Notice, shall be referred to as the “Offeror” and the Shares which are the subject matter of a Transfer Notice shall be referred to as the “Offered Shares”.

Deemed Transfer Notice. If any Party who directly or indirectly holds Shares commits an Event of Default (defined in Clause 5.3 below), then the Board of the Company, at a meeting in which the Directors nominated by the Party which has committed the Event of Default the “Defaulting Party” "DEFAULTING PARTY" will not be entitled to participate, shall be entitled, at its discretion, by notice in writing to require the Defaulting Party to give a transfer notice (“Transfer Notice”"TRANSFER NOTICE") in respect of all the Shares then registered in the name of the Defaulting Party and procure any person holding any Shares in trust for or on behalf of the Defaulting Party to give a Transfer Notice in respect of all other Shares beneficially owned by the Defaulting Party, and the provisions of clauses 5.4 and 5.5 below shall apply to the transfer of Shares made pursuant to such Transfer Notice(s). The Transfer Notice(s) shall specify a price (the “Transfer Price”"TRANSFER PRICE") for each Share which shall, in the case of an Event of Default specified in Clause 5.3.1, be the Market Price less a discount of 17.5 per cent, and in the case of all other Events of Default, be the Market Price. In the event that the Defaulting Party or any trustee or other person fails to issue the Transfer Notice as aforesaid, such Transfer Notice may be issued on its behalf by a person nominated by the Board at a meeting in which Directors nominated by the Defaulting Party are entitled to attend but not participate with a copy to the Defaulting Party. For the purpose of this Clause 5, the Defaulting Party, the person holding Shares in trust for or on behalf of the Defaulting Party having given a Transfer Notice, shall be referred to as the “Offeror” "OFFEROR" and the Shares which are the subject matter of a Transfer Notice shall be referred to as the “Offered Shares”"OFFERED SHARES".

Deemed Transfer Notice. If any Party who directly or indirectly holds Shares commits an Event of Default (defined in Clause 5.3 below), then the Board of the Company, at a meeting in which the Directors nominated by the Party which has committed the Event of Default the “"Defaulting Party” " will not be entitled to participate, shall be entitled, at its discretion, by notice in writing to require the Defaulting Party to give a transfer notice (“"Transfer Notice”") in respect of all the Shares then registered in the name of the Defaulting Party and procure any person holding any Shares in trust for or on behalf of the Defaulting Party to give a Transfer Notice in respect of all other Shares beneficially owned by the Defaulting Party, and the provisions of clauses 5.4 and 5.5 below shall apply to the transfer of Shares made pursuant to such Transfer Notice(s). The Transfer Notice(s) shall specify a price (the “"Transfer Price”") for each Share which shall, in the case of an Event of Default specified in Clause 5.3.1, be the Market Price less a discount of 17.5 per cent, and in the case of all other Events of Default, be the Market Price. In the event that the Defaulting Party or any trustee or other person fails to issue the Transfer Notice as aforesaid, such Transfer Notice may be issued on its behalf by a person nominated by the Board at a meeting in which Directors nominated by the Defaulting Party are entitled to attend but not participate with a copy to the Defaulting Party. For the purpose of this Clause 5, the Defaulting Party, the person holding Shares in trust for or on behalf of the Defaulting Party having given a Transfer Notice, shall be referred to as the “"Offeror” " and the Shares which are the subject matter of a Transfer Notice shall be referred to as the “"Offered Shares”".