Common use of Compulsory Transfer Clause in Contracts

Compulsory Transfer. (a) If an Event of Default occurs in relation to a Shareholder (the relevant Shareholder being a Transferor Shareholder), then at any time within a 2 month period after the Company actually become aware of the Event of Default: (1) the Board may serve a notice in writing (Compulsory Transfer Notice) on the Transferor Shareholder (for the purposes of this clause 12), requiring the Transferor Shareholder to sell all or some of the Shares held by the Transferor Shareholder (Compulsory Transfer Shares) to any Person or Persons nominated by the Board (each a Transferee) and the Transferor Shareholder must deal with the Compulsory Transfer Shares in accordance with the Compulsory Transfer Notice and, without limiting clause 11.6, is deemed to appoint the Company as its agent for this purpose; or (2) the Board may give a notice in writing (Buy Back Notice) to the Company requiring that, the Company buy back some or all of the Shares held by the Transferor Shareholder (the Buy Back Shares) subject to and in accordance with the provisions of the Corporations Act and the terms of sale set out in clause 12.4. If such a notice is given then, without limiting clause 11.6, and each Shareholder must do all things required to give effect to the buy back, including all things required under the Corporations Act to approve or otherwise give effect to the buy-back (and, for the purpose of this clause 12, the Company is the Transferee). (b) Despite clause 12.3(a)(2): (1) if the Company cannot at any relevant time, in compliance with law, buy back or redeem (as applicable) any Buy Back Shares pursuant to clause 12.3(a)(2) at that time, the Company must buy back or redeem the relevant Buy Back Shares as soon as it is reasonably able to do so in compliance with law; and (2) if the Board is not satisfied (acting reasonably) that the Company has the financial capacity to buy back or redeem any Buy Back Shares pursuant to clause 12.3(a)(2) at that time (including without breaching or potentially breaching the conditions of its external debt financing, if any), the Company must buy back or redeem the relevant Buy Back Shares as soon as the Board is satisfied that the Company has the financial capacity to do so.

Compulsory Transfer. (a) If an Event of Default occurs If, in relation to a Shareholder (the Defaulting Shareholder): (i) the Shareholder or the Shareholder's Relevant Employee ceases (for any reason whatsoever) to be an employee of a Group Entity or a Director; (ii) an Insolvency Event occurs in relation to a Shareholder or the Shareholder's Relevant Employee; (iii) a Change of Control of the Shareholder occurs without the consent of the Board, which Change of Control is not remedied within 20 Business Days of the occurrence of the relevant Change of Control event; (iv) the Shareholder being Transfers any Shares in accordance with clause 9.2, and at any time after that Transfer: (A) it becomes known that the transferee is not a Transferor ShareholderPermitted Transferee; or (B) the transferee ceases to be a Permitted Transferee, and the remaining provisions of clause 9.2(b) are not duly complied with; or (v) the Shareholder breaches any material obligation under this Agreement (including, without limitation, a Shareholder Transferring any Shares in contravention of the provisions of this Agreement), the Board gives written notice of the breach to the Shareholder in default and the Shareholder in default does not remedy the breach within 10 Business Days after the date of the notice, (each, a Compulsory Transfer Trigger Event), then the Board may, at any time within a 2 month period after its discretion, by giving written notice to the Company actually become aware of the Event of DefaultDefaulting Shareholder: (1vi) require the Defaulting Shareholder to Transfer some or all of its Shares, including via the Secondary Market Facility; (vii) procure the buy-back or cancellation of some or all of the Defaulting Shareholder's Shares; or (viii) allow the Defaulting Shareholder to retain some or all of its Shares, provided that: (ix) the Board may serve a exercises such election by giving the abovementioned written notice in writing (to the Defaulting Shareholder within 60 Business Days of the occurrence of the relevant Compulsory Transfer NoticeTrigger Event (the date of such election being the Determination Date); and (x) on in the Transferor Shareholder case of a Compulsory Transfer Trigger Event under clause 10.1(a)(i) only, such election may only be made in respect of Class A Ordinary Shares (for that is, the purposes of compulsory transfer provisions in this clause 1210 do not apply to Class B Ordinary Shares in the case of a Compulsory Transfer Trigger Event under clause 10.1(a)(i) and, in such case, references to 'Shares' in this clause 10 are to be read as references to Class A Ordinary Shares only), requiring . (b) If the Transferor Board: (i) requires the Defaulting Shareholder to sell Transfer (other than by way of buy-back) some or all or some of its Shares, then the Board may at any time, by giving written notice to the Defaulting Shareholder, require the Defaulting Shareholder to Transfer such Shares held by the Transferor Shareholder (Compulsory Transfer Shares) to any Person entity or Persons persons nominated by the Board (each which may include a Transferee) and Shareholder, an employee of a Group Entity, a prospective employee of a Group Entity or a Third Party who is not a Shareholder), on the Transferor Shareholder must deal with the Compulsory Transfer Shares terms of sale set out in accordance with the Compulsory Transfer Notice and, without limiting clause 11.6, is deemed to appoint the Company as its agent for this purpose10.2; or (2ii) the Board may give a notice in writing (Buy Back Notice) to resolves that the Company requiring that, the Company buy buy-back or cancel some or all of the Shares held by the Transferor Shareholder Defaulting Shareholder, then: (the Buy Back SharesA) subject to and in accordance with the provisions of the Corporations Act and the terms of sale set out in clause 12.4. If such a notice is given then, without limiting clause 11.6, and each Shareholder must do all things required to give effect to the buy backsuch buy- back or cancellation, including all things required under the Corporations Act any applicable law, to approve or otherwise give effect to the buy-back or cancellation; and (andB) the buy-back or cancellation will be on the terms of sale set out in clause 10.2. (c) If clause 10.1(a)(i) applies and a Defaulting Shareholder (or a Defaulting Shareholder's Relevant Employee) who is otherwise a Good Leaver following the Determination Date: (A) notwithstanding cessation of their employment, breaches any continuing obligations that survive termination under their employment agreement with a Group Entity; (B) breaches a material obligation under this Agreement; (C) publicly disparages the Company or the Business; or (D) otherwise acts in a manner that the Board reasonably considers has brought the Company or the Business into disrepute, the Board may determine at its absolute discretion that such Employee is no longer a Good Leaver, and must give the Defaulting Shareholder and if applicable, Relevant Employee notice of such determination as soon as practicable after making such a determination. In such case, clause 10.2(c) will automatically apply to the Compulsory Transfer Shares held by the Defaulting Shareholder at the time the determination is made and the date of the determination under this clause 10.1(c) shall be the Determination Date for the purpose of the remainder of this clause 12, the Company is the Transferee)10. (b) Despite clause 12.3(a)(2): (1) if the Company cannot at any relevant time, in compliance with law, buy back or redeem (as applicable) any Buy Back Shares pursuant to clause 12.3(a)(2) at that time, the Company must buy back or redeem the relevant Buy Back Shares as soon as it is reasonably able to do so in compliance with law; and (2) if the Board is not satisfied (acting reasonably) that the Company has the financial capacity to buy back or redeem any Buy Back Shares pursuant to clause 12.3(a)(2) at that time (including without breaching or potentially breaching the conditions of its external debt financing, if any), the Company must buy back or redeem the relevant Buy Back Shares as soon as the Board is satisfied that the Company has the financial capacity to do so.