TRANSFER AND TRANSMISSION OF SHARES. 39 Share transfers
TRANSFER AND TRANSMISSION OF SHARES. 1 – Share ownership results from their registration in individual accounts in the name of the bearer(s) on the register maintained for this purpose at the registered office. Shares are transferred, with respect to third parties and the company, through registration in the company register of an account-to-account transfer order signed by the transferor or his agent. Shares are also transmitted, free of charge, or following a death, by means of an account-to-account transfer order listed on the share transfer register with proof that the change of ownership took place under lawful conditions. In the event of transfer of category A, B, C, D and E preferred shares to a shareholder or third party, the shares which are the subject of the transfer, will not change category and will keep the rights relating thereto, which will therefore benefit the successive bearers of said shares, subject to waiver or in the cases of modification or elimination provided for by the By-Laws and by law.
2 – Shares are only negotiable after registration of the company in the Registre du Commerce et des Sociétés. In the event of an increase in capital, shares are negotiable from final completion thereof.
TRANSFER AND TRANSMISSION OF SHARES. Except as otherwise permitted under Article 33 or Article 34, without the prior written consent of the Key Investors and the approval of the Board, no holder of Ordinary Shares may make any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of a security interest in or other disposal or attempted disposal of (a “Transfer”) in any way, all or any part of any Equity Securities of any Group Company or any interest therein. Without the prior written consent of each of the Key Series B Investors and each of the Key Series C Investors, no Founder may Transfer more than 2.5% of the Ordinary Shares of any Group Company on a fully-diluted and as-converted basis in a single transaction. For the avoidance of doubt, the Transfer of any Preferred Shares by any Shareholder shall not be subject to the provisions of this sub-clause(a).
TRANSFER AND TRANSMISSION OF SHARES. Subject to applicable Laws, all transfers of Shares may be effected by an instrument of transfer in the usual common form or in such form consistent with the standard form of transfer as approved by the Board. All instruments of transfer must be left at the registered office of the Company or at such other place as the Board may appoint and all such instruments of transfer shall be retained by the Company.
TRANSFER AND TRANSMISSION OF SHARES. Register of 53. The Company shall keep a book to be called the "Register of Transfers" and therein transfers shall fairly and distinctly enter the particulars of every transfer or transmission of any share. Transfer not to be 54. The Company shall not register a transfer of shares in, or debentures of, the registered except Company, unless in accordance with the provisions of Section 108 of the Act, a proper on production of instrument of transfer duly stamped and executed by or on behalf of the transferor and by instrument of or on behalf of the transferee and specifying the name, address and occupation, if any, transfer of the transferee has been delivered to the Company along with the certificate relating to the shares or debentures, or if no such certificate is in existence, along with the letter of allotment of the shares or debentures. Provided that where on an application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit. Provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder or debenture-holder any person to whom the right to any shares in, or debentures of, the Company has been transmitted by operation of law. Transfer by legal 55. A transfer of the shares or other interest in the Company of a deceased Member representative thereof made by his legal representative shall, although the legal representative is not himself a Member, be as valid as if he had been a Member at the time of the execution of the instrument of transfer.
TRANSFER AND TRANSMISSION OF SHARES. No transfer shall be registered unless a proper instrument of transfer has been duly delivered to the Company. The instrument of transfer of any shares in the Company shall be signed both by the transferor and transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect thereof.
TRANSFER AND TRANSMISSION OF SHARES. 4.1 No Share or any interest in a Share shall be transferred, assigned, pledged, charged or otherwise disposed of by any member without the prior written consent of all the other Shareholders.
4.2 No share shall be transferred to any minor, bankrupt or person with a mental disorder.
4.3 The Directors shall not enter on the register of members of the Company the name of any transferee or transferees of a Share which has been transferred or purportedly transferred in breach of articles 4.1 or 4.2.
4.4 The Directors may refuse to register a transfer of a Share unless the instrument of transfer:
4.4.1 is delivered to the office or such other place as the Directors may decide and is accompanied by the certificate for the shares to be transferred and such other evidence as the Directors may reasonably require to prove the title of the transferor and the execution by him of the transfer or, if the transfer is signed by some other person on his behalf, the authority of that person to do so;
4.4.2 it is in respect of only one class of shares;
4.4.3 it is in favour of not more than four transferees; and
4.4.4 is duly stamped (if required).
4.5 No share shall be transferred to any infant, bankrupt or person with mental disorder.
4.6 Save as provided in articles 4.3 and 4.4, the Directors shall have no discretion to refuse to register a transfer of Shares for any reason.
4.7 The Directors may at any time give notice requiring a person becoming entitled to a Share in consequence of the death or bankruptcy of a member to elect either to become the holder of the Share or to have some person nominated by him registered as the transferee. If the notice is not complied with within 90 days the Directors may after such time withhold payment of all dividends and other monies payable in respect of the Share until the requirements of the notice have been complied with.
TRANSFER AND TRANSMISSION OF SHARES. Any Shareholder may transfer all or any of its Shares by an instrument of transfer in the usual or common form in use in the Cayman Islands, in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board of Directors and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board of Directors may approve from time to time.
TRANSFER AND TRANSMISSION OF SHARES. Until the consummation of an IPO, any Transfer of Equity Securities shall be conditioned upon the following:
2.1. The approval of the Board of Directors, which may, at its sole discretion, refuse to approve a Transfer of Equity Securities, without need to provide reasons for its decision, provided that such approval shall not be unreasonably withheld. Notwithstanding, the Board of Directors’ approval shall not be unreasonably withheld in the event of a Transfer to a Permitted Transferee; and
2.2. The transferee shall have agreed in writing to be bound by the terms applicable to and the obligations of the transferor under this Agreement, the Company’s Bylaws, Certificate of Incorporation, and all other agreements involving the Company in respect of the transferred Equity Securities and their holding.
TRANSFER AND TRANSMISSION OF SHARES. 9.1 Shares may only be transferred pursuant to and in accordance with Articles 10 (Permitted Transfers), 11 (Voluntary Transfers) or 13 (Deemed Transfers).
9.2 Notwithstanding any other provisions of these Articles (other than a transfer in compliance with Article 9.3 (Transfer and Transmission of Shares), the Board shall not register a transfer of Shares:
(a) to any person who is bankrupt, is less than eighteen (18) years of age and/or does not have (or whom the Board reasonably believes does not have) legal capacity to hold and/or transfer such Shares or to comply with these Articles;
(b) to any person who is, at the time of the transfer, a Restricted Person;
(c) if the Shares are not fully paid;
(d) if the instrument of transfer is not either duly stamped or duly certified (or otherwise shown to the satisfaction of the Board to be exempt from stamp duty);
(e) if the transferee (not being a party to the Shareholders' Agreement, whether as an original party or by having executed a Deed of Adherence) has not, in a legally binding manner, entered into and delivered to the Company a Deed of Adherence. However, this provision shall not apply to any Finance Party enforcing its security in accordance with Article 9.3 (Transfer and Transmission of Shares); or
(f) unless a percentage of any Shareholder Debt as is equal to the percentage of Shares which are being transferred (as compared with the total Shares held by the transferor at the time) is also transferred by the transferor (or other holder of the Shareholder Debt) to the transferee (or a member of the same Shareholder’s Group as the transferee). Where the transferor holds tranches or forms of Shareholder Debt to which differing terms apply, the transferor must transfer an equal percentage of the total amount of each tranche or form of Shareholder Debt.
9.3 The Board shall not decline to register a transfer of Shares validly undertaken in accordance with the Funding Agreements.
9.4 If title to a Share passes to a Transmittee, the Company may only recognise the Transmittee as having any title to that Share until it is transferred in accordance with these Articles. Pending such a transfer, the Transmittee has the same rights as the holder had in respect of such Share except, unless and to the extent that the Board otherwise directs the Company in writing, for Suspended Rights (and such Share shall not be counted in determining the total number of votes which may be cast at any general meeting of the Company ...
