Common use of Transfer Mechanics Clause in Contracts

Transfer Mechanics. The purchase from the Tag-Along Offerees pursuant to this Article IV shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and the per share price (which, in the event of cash consideration, shall be paid by bank, cashier's or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the Company) and the date of sale or other disposition, as are received by the Transferor and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 days) after the consummation of the sale or other disposition of Company Stock of the Transferor and Tag-Along Stock of the Tag-Along Offerees to the Third Party pursuant to the Third Party's offer, the Transferor shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's offer in accordance with the provisions of this Article IV the total sales price of the shares of Tag-Along Stock of such Tag-Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along Offerees.

Transfer Mechanics. The purchase from the Tag-Along Offerees pursuant to this Article IV shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and the per share price (which, in the event of cash consideration, shall be paid by bank, cashier's ’s or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the Company) and the date of sale or other disposition, as are received by the Transferor and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 days) after the consummation of the sale or other disposition of Company Stock of the Transferor and Tag-Along Stock of the Tag-Along Offerees to the Third Party pursuant to the Third Party's ’s offer, the Transferor shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's ’s offer in accordance with the provisions of this Article IV the total sales price of the shares of Tag-Along Stock of such Tag-Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along Offerees.

Transfer Mechanics. The purchase from the Tag-Along Offerees pursuant to this Article IV Section 3 shall be on the same terms and conditions, including any representations, warranties, covenants and and, subject to Section 3.1(d), indemnities and the per share price (which, in the event of cash consideration, which shall be paid by bank, cashier's or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the CompanyOfferee) and the date of sale or other disposition, as are received by the Transferor SLG and/or its Covered Transferee and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the CompanyOfferees. As promptly as practicable (but in no event later than 5 days) after Concurrently with the consummation of the sale or other disposition of Company Stock all or any portion of the Transferor SLG Shares and the Tag-Along Stock of to the Tag-Along Offerees to the Third Party Buyer pursuant to the Third Party's Tag-Along Buyer’s offer, SLG and/or the Transferor applicable Covered Transferee shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's Tag-Along Buyer’s offer in accordance with the provisions of this Article IV Section 3 the total sales price (or other consideration with respect thereto) of the shares of Tag-Along Stock of such Tag-Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be maybe reasonably requested by the Tag-Along Offerees. If, at the end of 60 days following the receipt of the Tag-Along Notice, SLG and/ or the applicable Covered Transferee has not completed the sale or other disposition of the SLG Shares and Tag-Along Stock in accordance with the terms and conditions of the Tag-Along Buyer’s offer, SLG and/or the applicable Covered Transferee shall return to such Tag-Along Offeree all certificates representing shares of Tag-Along Stock which such Tag-Along Offeree delivered for sale or other disposition pursuant to this Section 3, and all the restrictions on Transfer contained in this Agreement with respect to the SLG Shares shall again be in effect.

Transfer Mechanics. The purchase Except as set out in Section 6.5, the purchase(s) from the Tag-Along Offerees Offeree(s) pursuant to this Article IV VI shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and and, subject to the terms of Section 6.5, at the same per share price (which, in the event of cash consideration, which shall be paid by the Third Party by way of bank, cashier's ’s or certified check or by wire transfer of immediately available funds, unless otherwise specified in funds to the Company on behalf of the Tag-Along Notice provided to the Tag-Along Offerees by the CompanyOfferees) and the date of sale or other disposition, as are received by the Transferor and stated in the Tag-Along Combined Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 five (5) days) after the consummation of the sale or other disposition of Company Stock Ordinary Shares of the Transferor and Tag-Along Stock Shares of the Tag-Along Offerees Offeree(s) to the Third Party pursuant to the Third Party's offerParty Offer, the Transferor Company shall notify the Tag-Along Offerees thereof, shall remit to each the Tag-Along Offeree Offeree(s) who accepted the Third Party's offer Party Offer in accordance with the provisions of this Article IV VI the total sales share price of the shares of Tag-Along Stock Shares of such Tag-Along Offeree Offeree(s) sold or otherwise disposed of pursuant thereto (together subject to any deductions in accordance with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant theretoSection 6.6), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along OffereesOfferee(s) and shall deliver to each relevant Tag-Along Offeree a share certificate, if applicable, in respect of the balance of any Company Shares not transferred pursuant to the Third Party Offer or the Management Tag Offer but included in share certificates delivered by such Tag-Along Offeree to the Transferor in accordance with Section 6.1(c).

Transfer Mechanics. The purchase from the Tag-Along Offerees ------------------ pursuant to this Article IV shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and the per share price (which, in the event of cash consideration, shall be paid by bank, cashier's or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the Company) and the date of sale or other disposition, as are received by the Transferor and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 days) after the consummation of the sale or other disposition of Company Stock of the Transferor and Tag-Along Stock of the Tag-Along Offerees to the Third Party pursuant to the Third Party's offer, the Transferor shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's offer in accordance with the provisions of this Article IV the total sales price of the shares of Tag-Along Stock of such Tag-Tag- Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along Offerees.

Transfer Mechanics. The purchase from the Tag-Along Offerees pursuant to this Article IV shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and the per share price (which, in the event of cash consideration, shall be paid by bank, cashier's or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the Company) and the date of sale or other disposition, as are received by the Transferor and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 days3 Business Days) after the consummation of the sale or other disposition of Company Stock of the Transferor and Tag-Along Stock of the Tag-Along Offerees to the Third Party pursuant to the Third Party's offer, the Transferor shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's offer in accordance with the provisions of this Article IV the total sales price of the shares of Tag-Along Stock of such Tag-Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along Offerees.

Transfer Mechanics. The purchase from the Tag-Along Offerees pursuant to this Article IV III shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and indemnities, the per share price (which, in the event of cash consideration, which shall be paid by bank, cashier's ’s or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the Company) and the date of sale or other dispositiondisposition (provided that if a right of first refusal has been exercised such date shall be determined by Section 2.5), as are received by the Transferor and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 daysfive Business Days) after the consummation of the sale or other disposition of Company Stock of the Transferor and Tag-Along Stock of the Tag-Along Offerees to the Third Party Buyer (including a sale to a Transfer Offeree or Transfer Offerees pursuant to the Third Party's offerArticle II), the Transferor shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's Buyer’s offer in accordance with the provisions of this Article IV III the total sales price of the shares of Tag-Along Stock of such Tag-Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Tag- Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along Offerees.