Common use of FURTHER ISSUE AND TRANSFER OF SHARES Clause in Contracts

FURTHER ISSUE AND TRANSFER OF SHARES. 13.1 Each of the Founders [and the Existing Shareholders] undertakes to the Investor that they shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of their interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except: 13.1.1 with Investor Consent; or 13.1.2 where required so to do pursuant to the New Articles or this agreement. 13.2 Without prejudice to clause 13.1, none of the Founders and the Existing Shareholders shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 13.1 nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act) or sell or transfer any Shares held as Treasury Shares, to any person who is not a party to this agreement without first obtaining from the transferee or subscriber a Deed of Adherence [save in respect of the grant or exercise of an option pursuant to the Share Option Plan]. 13.3 The Deed of Adherence shall be in favour of the Company, the Investor and any other parties to this agreement and shall be delivered to the Company at its registered office and to the Investor. Subject to clause 13.2, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered.