Common use of Transfer Certificates Clause in Contracts

Transfer Certificates. Each Lender (an "EXISTING LENDER") may assign or novate or otherwise transfer all or any part of its rights, benefits and/or obligations under the Finance Documents to another person (a "NEW LENDER"). Any such transfer shall be effected upon 5 Business Days' prior notice by delivery to the Facility Agent of a duly executed and duly completed Transfer Certificate in which event, on the transfer date specified in such Transfer Certificate, to the extent that they are expressed to be the subject of the novation established by the Transfer Certificate:- (a) the Borrower, the Existing Lender and the other parties to the Finance Documents shall be released from further obligations towards one another under any of the Finance Documents and their respective rights against one another under any of the Finance Documents shall be cancelled (such rights and obligations being referred to in this Clause 18.4 (Transfer Certificates) as "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from such Discharged Rights and Obligations only insofar as the New Lender have assumed and/ or acquired the same in place of the Existing Lender; (c) the Facility Agent, the Co-ordinating Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Existing Lender with the rights and/ or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement; and (d) the New Lender shall become a party to this Agreement as a "Lender", and, on the date upon which such novation or transfer takes effect, the New Lender shall pay to the Facility Agent for its own account a fee of US$800. The Facility Agent shall promptly notify the other parties to this Agreement of the receipt by it of any Transfer Certificate and shall promptly deliver a copy of such Transfer Certificate to the Borrower. For the avoidance of doubt, the Borrower shall not be responsible for paying the above fee of US$800 on behalf of the New Lender.

Transfer Certificates. Each Lender (a) The Acquired Shares may only be disposed of in compliance with applicable state and federal securities laws. In connection with any transfer of the Acquired Shares other than pursuant to an "EXISTING LENDER") may assign or novate or otherwise transfer all or any part of its rights, benefits and/or obligations under the Finance Documents to another person (a "NEW LENDER"). Any such transfer shall be effected upon 5 Business Days' prior notice by delivery to the Facility Agent of a duly executed and duly completed Transfer Certificate in which event, on the transfer date specified in such Transfer Certificateeffective registration statement, to the extent that they are expressed Company, to be the subject an Affiliate of the novation established Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the Transfer Certificate:- (a) the Borrower, the Existing Lender and the other parties transferor to the Finance Documents shall be released from further obligations towards one another effect that such transfer does not require registration of such transferred Acquired Shares under any of the Finance Documents and their respective rights against one another under any of the Finance Documents shall be cancelled (such rights and obligations being referred to in this Clause 18.4 (Transfer Certificates) as "DISCHARGED RIGHTS AND OBLIGATIONS");Securities Act. (b) Certificates evidencing the Borrower and Acquired Shares will contain the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from following legend, until such Discharged Rights and Obligations only insofar time as the New Lender have assumed and/ or acquired the same in place of the Existing Lender;they are not required under Section 4.1(c): THE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. (c) Certificates evidencing the Facility AgentAcquired Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) while a registration statement (including the Registration Statement) covering such Acquired Shares is then effective, or (ii) following a sale or transfer of such Acquired Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company), or (iii) while such Acquired Shares are eligible for sale by the Investor without volume restrictions under Rule 144. The Company agrees that following the Effective Date or such other time as legends are no longer required to be set forth on certificates representing the Acquired Shares under this Section 4.1(c), it will, no longer than three Trading Days following the delivery by the Investor to the Company or its transfer agent of a certificate representing such Acquired Shares containing a restrictive legend, deliver or cause to be delivered to such investor Acquired Shares which are free of all restrictive and other legends. If the Company is then eligible, certificates for the Acquired Shares subject to legend removal hereunder shall be transmitted by the Company or its transfer agent to the Investor by crediting the prime brokerage account of the Investor with the Depository Trust Company System as directed by the Investor. If the Investor shall make a sale or transfer of Acquired Shares either (x) pursuant to Rule 144 or (y) pursuant to a registration statement and in each case shall have delivered to the Company or the Company’s transfer agent the certificate representing the applicable Acquired Shares containing a restrictive legend which are the subject of such sale or transfer and a representation letter in customary form (the date of such sale or transfer and Acquired Shares delivery being the “Share Delivery Date”) and (1) the Company shall fail to deliver or cause to be delivered to the Investor a certificate representing such Acquired Shares that is free from all restrictive or other legends by the third Trading Day following the Share Delivery Date and (2) following such third Trading Day after the Share Delivery Date and prior to the time such Acquired Shares are received free from restrictive legends, the CoInvestor, or any third party on behalf of the Investor, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Acquired Shares (a “Buy-ordinating ArrangersIn”), then, in addition to any other rights available to the Investor under the Transaction Documents and applicable law, the New Lender and other Lenders Company shall acquire pay in cash to the same rights and assume Investor (for costs incurred either directly by such Investor or on behalf of a third party) the same obligations between themselves as they would have acquired and assumed had amount by which the New Lender been an Existing Lender with the rights and/ or obligations acquired or assumed by it total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by the Investor as a result of the sale to which such Buy-In relates. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In. The Company may not make any notation on its records or give instructions to any transfer and to agent of the Company that extent enlarge the Facility Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under restrictions on transfer set forth in this Agreement; andSection. (d) Notwithstanding anything to the New Lender shall become a party contrary in this Agreement, prior to this Agreement as a "Lender", and, on the date upon which such novation or transfer takes effectsix (6) months anniversary of the Closing, the New Lender Investor shall pay not (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, the Facility Agent for its own account a fee of US$800. The Facility Agent shall promptly notify the Acquired Shares or (ii) enter into any swap or other parties arrangement that transfers to this Agreement another, in whole or in part, any of the receipt by it economic consequences of any Transfer Certificate and shall promptly deliver a copy ownership of such Transfer Certificate the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to the Borrower. For the avoidance be settled by delivery of doubtCommon Stock or other securities, the Borrower shall not be responsible for paying the above fee of US$800 on behalf of the New Lenderin cash, or otherwise.