Transfer of Registered Shares. 11.1 An instrument of transfer shall be in writing in the form set out at Schedule “B”, or as near to such form as circumstances admit, or in such other form as the Board may accept.
11.2 Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.
11.3 The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
11.4 The joint holders of any·share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
11.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
Transfer of Registered Shares. 12.1. An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept: Transfer of a Share or Shares Xxxxxxxx.xxx Limited (the “Company”) FOR VALUE RECEIVED……………….. [amount] , I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address] , [number] [name of class of shares] of the Company. DATED this [date] Signed by: In the presence of: Transferor Witness Transferee Witness
12.2. Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.
12.3. The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.
12.4. The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
12.5. The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.
12.6. Despite anything to the contrary contained in the Memorandum or the Articles, the following provisions apply where a Member creates a Charge over any of the Member’s shares (the “Charged Shares”) pursuant to an instrument in writing (the “Security Document”):
(a) the Directors must promptly register (and may not decline to register) any transfer of any Charged Shares to any person made under, or in connection with, the Security Document;
(b) no fee is payable in relation to the registration of any transfer of any Charged Shares made under, or in connection with, the Security Document;
(c) no suspension of the registration of ...
Transfer of Registered Shares. 13.1 An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Supervisory Board may accept: — Ltd. FOR VALUE RECEIVED [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number and class] of shares of the Company. DATED this [ ] day of [ ], 20[ ] Signed by: In the presence of: Transferor Witness
Transfer of Registered Shares. Registered shares in the Company may be transferred subject to the Share Transfer Restrictions and the provisions relating to the transfer of shares set forth in the Articles of Association.
Transfer of Registered Shares. 12.1 An instrument of transfer shall be in writing in the form of, or as near thereto as the following or in such other common form as the Board may accept: Transfer of a Share or Shares - (the "Company")
Transfer of Registered Shares. The transfer of registered shares is subject to approval by the company. The Board of Directors has the power to grant such approval. It may delegate this power to the Executive Committee. The request for authorisation shall include a declaration whereby the person acquiring the shares certifies that they are being acquired in its own name and for his/her own account. The company shall inform the applicant whether the transfer has been approved or rejected. Registration shall be rejected if the applicant does not expressly declare that the shares are being acquired in its own name and for its own account. Registration may be rejected for a justifiable cause connected with the object of the company or its economic independence and, in particular, if the applicant is a competitor of the company or of a company in which Serono S.A. holds a participating interest. The company may, without giving reasons, refuse to approve a transfer of shares by offering to the seller to buy back the shares for its own account, for the account of other shareholders or for the account of third parties, at their real value at the time the transfer request is received by the company. In the case of a transfer by succession, the company must enter the name of the acquirer in the share register, unless there is a justifiable cause not to do so in accordance with Paragraph 3 above. In such an eventuality, if the company intends to refuse to allow the transfer, it must offer to buy back the shares for its own account, for the account of other shareholders or for the account of third parties, at their real value at the time the registration request is received by the company. If the company offers to buy back the shares for the account of shareholders, it must abide by the principle of equal treatment of all holders of registered shares. After hearing the persons concerned, the Board of Directors, or the Executive Committee by delegation of the Board of Directors, may cancel, with retroactive effect, any entries made in the share register on the basis of false declarations. The foregoing provisions shall also apply where the registered shares of the company are made subject to a usufruct. The registered shares may not be used by way of pledge, guarantee or security in any form whatsoever, save with the express prior authorisation of the Board of Directors, which is free to give or not to give reasons for its decision. The Board of Directors may delegate this power to the Executive Com...
Transfer of Registered Shares. 12.1 No transfer of shares shall be permitted, and the Company shall not register any such transfer, unless such transfer is made in compliance with the provisions of the Shareholders’ Agreement.
12.2 An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept: FOR VALUE RECEIVED [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] of shares of the Company. DATED this [ ] day of [ ], 200[ ] Signed by: In the presence of: Transferor Witness
Transfer of Registered Shares. Subject to the provisions of the Articles the Company may upon receipt of an instrument of transfer enter the name of the transferee in the register of Members subject to the prior or simultaneous approval of the Company as evidenced by a Special Resolution of Members provided that no Member may unreasonably withhold such approval.
Transfer of Registered Shares. Upon making necessary legal applications and/or obtaining necessary legal permissions and provided that relevant legal legislations are complied, share or share certificates of the Company can be transferred to the organizations that meet both of the following requirements:.
a) To be a bank that was incorporated and is operating in accordance with Turkish banking legislation;
b) To be a Principal Member of at least one of card payment system organizations and to issue at least one credit card in accordance with applicable legislation. Otherwise, the Board of Directors is authorized to refuse to register the transfer to the Company's book of shareholders.
Transfer of Registered Shares. 12.1. Registered shares in the Company shall only be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee.
12.2. The instrument of transfer shall also be signed by the transferee if registration as a holder of the share imposes a liability to the Company on the transferee.
12.3. The instrument of transfer shall be sent to the Company for registration.
12.4. The Company shall, on receipt of an instrument of transfer, enter the name and address of the transferee of the share in the register of members unless the Board resolves to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution.
12.5. The Board is permitted to pass a Resolution of Directors refusing or delaying the registration of a transfer where it reasonably determines that it is in the best interest of the Company to do so. Without limiting the generality of the foregoing, the Board may refuse or delay the registration of a transfer of shares if the transferor has failed to pay an amount due in respect of those shares.
12.6. Where the Board passes a resolution to refuse or delay the registration of a transfer, the Company shall, as soon as practicable, send the transferor and the transferee a notice of the refusal or delay.
12.7. The transfer of a share is effective when the name of the transferee is entered in the register of members and the Company shall not be required to treat a transferee of a share in the Company as a Member until the transferee's name has been entered in the register of members.
12.8. If the Board is satisfied that an instrument of transfer has been signed but that the instrument has been lost or destroyed, it may resolve:
(a) to accept such evidence of the transfer of the shares as they consider appropriate; and
(b) that the transfer of shares be recorded, including by the entry of the transferee's name in the register of members.
