Common use of Transfer Conditions Clause in Contracts

Transfer Conditions. The following shall be conditions to any transfer of the Shares pursuant to this Agreement and the Put Option Agreement: (a) in the case of the Put Option Agreement, no Option Notice shall have been served pursuant to this Agreement; (b) the Subordination Agent shall have received, in form and substance satisfactory to it, a confirmation from: (i) the Administrator (in the case of a transfer pursuant to the Put Option Agreement); or (ii) the Trustee Nominee (in the case of a transfer pursuant to this Agreement), each a "Transferee" in the form set out in ‎Schedule 3 (Form of Certificate from Relevant Transferee); (c) the Subordination Agent shall have received, in form and substance satisfactory to it, an opinion from Mxxxxx and Cxxxxx, Cayman Islands counsel, confirming that (i) title to the Shares has been validly transferred to the relevant Transferee, (ii) as at the date of such transfer as a matter of Cayman Islands law the charge created by the Charge over Shares remains valid and enforceable notwithstanding the transfer of the Shares to the relevant Transferee; and (iii) such Transferee’s title to the Shares is expressly subject to the charge created by the Charge over Shares; (d) the Subordination Agent shall have received each of the documents set out in Section 3.3 of the Charge over Shares executed by the relevant Transferee or, as the case may be, each relevant director and officer; and (e) all documents reasonably requested by any Secured Party or the Subordination Agent for the purposes of client verification or other similar "know your client" procedures shall have been received by them and any such Secured Party shall have completed such procedures to its satisfaction.

Transfer Conditions. The following shall be conditions to any transfer of the Shares pursuant to this Agreement and the Put Option Agreement: (a) in the case of the Put Option Agreement, no Option Notice shall have been served pursuant to this Agreement; (b) the Subordination Agent shall have received, in form and substance satisfactory to it, a confirmation from: (i) the Administrator (in the case of a transfer pursuant to the Put Option Agreement); or (ii) the Trustee Nominee (in the case of a transfer pursuant to this Agreement), each a "Transferee" in the form set out in ‎Schedule 3 (Form of Certificate from Relevant Transferee); (c) the Subordination Agent shall have received, in form and substance satisfactory to it, an opinion from Mxxxxx and CxxxxxMaxxxx xnd Caxxxx, Cayman Islands counsel, confirming that (i) title to the Shares has been validly transferred to the relevant Transferee, (ii) as at the date of such transfer as a matter of Cayman Islands law the charge created by the Charge over Shares remains valid and enforceable notwithstanding the transfer of the Shares to the relevant Transferee; and (iii) such Transferee’s title to the Shares is expressly subject to the charge created by the Charge over Shares; (d) the Subordination Agent shall have received each of the documents set out in Section 3.3 of the Charge over Shares executed by the relevant Transferee or, as the case may be, each relevant director and officer; and (e) all documents reasonably requested by any Secured Party or the Subordination Agent for the purposes of client verification or other similar "know your client" procedures shall have been received by them and any such Secured Party shall have completed such procedures to its satisfaction.