Transfer terms. 17.1 Any transfer of the Seller's Shares to the Continuing Party or a Third Party Purchaser under clause 14, or of the Affected Party's Shares to the Continuing Party under clause 15 (in this clause the Seller's Shares and/or the Affected Party's Shares are referred to as the Relevant Shares) shall be on the following terms:
(a) the Relevant Shares shall be sold free from all liens, charges and encumbrances and third party rights, together with all rights of any nature attaching to them including all rights to any dividends or other distributions declared, paid or made after the date of the relevant Transfer Notice/Offer Notice;
(b) the Continuing Party/Third Party Purchaser shall assume with effect from the completion date, any obligations of the Seller/Affected Party and any member of its Group under (and shall procure the release of) any guarantees, indemnities, letters of comfort and/or counter- indemnities to third parties in relation to the business of the Company. Where the Buyer is the Continuing Party, any such assumption shall be without prejudice to the Continuing Party's right to receive a contribution from the Seller/Affected Party for its share of any claims attributable to any liabilities arising in respect of the period before the completion date;
(c) the Seller/Affected Party shall deliver to the Continuing Party/Third Party Purchaser duly executed transfer(s) in favour of the Continuing Party/Third Party Purchaser, or as it may direct, together with, if appropriate, share certificate(s) for the Relevant Shares and a certified copy of any authority under which such transfer(s) is/are executed;
(d) against delivery of the transfer(s), the Continuing Party/Third Party Purchaser shall pay the total consideration for the Relevant Shares to the Seller/Affected Party by cheque / banker's draft for value on the completion date;
(e) the parties shall ensure (insofar as they are able) that the relevant transfer or transfers (subject to their being duly stamped, stamp duty to be paid by the Continuing Party/Third Party Purchaser) are registered in the name of the Continuing Party/Third Party Purchaser or as it may direct;
(f) the Seller/Affected Party shall do all such other things and execute all other documents (including any deed) as the Continuing Party/Third Party Purchaser may reasonably request to give effect to the sale and purchase of the Relevant Shares.
(g) if the buyer is a Third Party Purchaser, it shall enter into an agreement with the...
Transfer terms. 17.1.1 Shares shall be transferred free of all Encumbrances and together with all rights attaching thereto as at the date of the relevant transfer.
17.1.2 Prior to an Initial IPO, a Shareholder must transfer all (but not only some) of its Shares (unless clause 15.6 applies) and must transfer both the legal and beneficial ownership of the relevant Shares.
17.1.3 All Shareholder Instruments held by such Shareholder must be transferred at the same time and to the same transferee as the Shares.
Transfer terms. Any Transfer of Shares pursuant to this agreement shall be on terms that those Shares:
(a) are transferred free from all Encumbrances; and
(b) are transferred with the benefit of all rights attaching to them as at the date of the relevant Transfer Notice, Insolvency Notice, Tag-Along Notice, Drag-Along Notice or Default Notice as appropriate.
Transfer terms. Where this clause 12 applies to the transfer of any Share, the Share shall be transferred free of all Encumbrances and together with all rights attaching thereto as at the date of the relevant transfer.
Transfer terms. 1.1 Any sale and/or transfer of Shares pursuant to this Agreement shall be on terms that those Shares:
(a) are transferred with full legal and beneficial title free from all Encumbrances; and
(b) are transferred with the benefit of all rights attaching to them as at the date of the agreement to sell or transfer the Shares or of the relevant Roulette Notice, Acceptance Notice, Action Notice or Bid, as appropriate but without the benefit of any other warranties or representations whatsoever.
Transfer terms. Any Ordinary Shares to be transferred pursuant to this Agreement shall be transferred on and subject to the following terms:
(a) the Ordinary Shares will be sold free from all Liens and other encumbrances, together with all rights of any nature attaching to them including all rights to any dividends or other distributions declared, paid or made after the date of the relevant Offer Notice;
(b) the relevant seller (the “Transferor”) shall deliver to the relevant buyer (the “Transferee”) duly executed transfer(s) in favour of the Transferee or as it may direct, together with, if appropriate, share certificate(s) for the Ordinary Shares being transferred and a certified copy of any authority under which such transfer(s) is/are executed;
(c) against delivery of the transfer(s), the Transferee shall pay the consideration for the Ordinary Shares to the Transferor in cleared funds for value on the completion date;
(d) the parties shall ensure (insofar as they are able) that the relevant transfer or transfers (subject to their being duly stamped, stamp duty to be paid by the Transferee) are registered in the name of the Transferee or as it may direct;
(e) the Transferor shall do all such other things and execute all other documents (including any deed) as the Transferee may reasonably request to give effect to the sale and purchase of the Ordinary Shares being transferred, and
(f) for the avoidance of doubt, no such transfer shall take place unless any required governmental or regulatory approval has been obtained, and the parties shall each use reasonable endeavours to obtain such approvals.
Transfer terms. Any Transfer of Shares and/or Shareholder Loans shall be made on the following terms:
Transfer terms. Any sale and/or transfer of Convertible Securities under Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and consequences of transfers of Convertible Securities) shall be on terms that those Convertible Securities:
10.5.1 are transferred free from all Encumbrances (other than those created under this Agreement); and
10.5.2 are transferred with the benefit of all rights attaching to them as at the date of the relevant transfer.
Transfer terms. Any sale and/or transfer of Relevant Securities under Clauses 23 to 26 shall be on the following terms:
Transfer terms. Grantor shall transfer the Property to Grantee for Ten and xx/100 Dollars ($10.00), subject to the terms and conditions contained in Section 8 of this Agreement.
