Common use of Share Transfer Clause in Contracts

Share Transfer. The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require), or paragraph 2 of this Agreement, transfer the Linked Shares or enter into any arrangement which may place any Encumbrance on the Linked Shares. In the event that the Subscriber wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the Table of Contents Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with the Company in such form and containing such provisions as the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred to the Permitted Transferee and accordingly restricting the ability of the Permitted Transferee to transfer the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Released.

Share Transfer. The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require), or paragraph 2 of this Agreement, transfer the Linked Shares or enter into any arrangement which may place any Encumbrance on the Linked Shares. In the event that the Subscriber Table of Contents wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the Table of Contents Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with the Company in such form and containing such provisions as the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred to the Permitted Transferee and accordingly restricting the ability of the Permitted Transferee to transfer the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Released.

Share Transfer. 8.1 Any transfer of Securities requires the prior consent from the Board. Such consent shall be granted provided that any such transfer complies with the provisions set out below. The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 Chairman of the ArticlesBoard shall carry out the duties set out below without delay. 8.2 For a period of three years from signing this Agreement, without the prior Parties undertake not to transfer any Securities or voting rights pertaining thereto in the Company unless a) having obtained the written consent of the Board (subject other party prior to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require)transfer, or paragraph 2 b) permitted in accordance with Clauses set out below. The obligation to hold shares shall terminate upon an IPO unless otherwise agreed in connection with an IPO. 8.3 The following transfer of securities are permitted and are exempt from the restrictions of Clause 8.2 and any right of first refusal as further stipulated in 8.4 - 8.13. 1) A Shareholder which is a company shall be entitled to freely transfer any an all of its Securities to a company which is wholly owned by the owner of such Shareholder, including daughter- sister- and parent companies, provided that the acquiring entity assumes all rights and obligations under this Agreement. The transferring Party shall ensure and warrant that the acquiring, wholly owned company fulfils the provisions of this Agreement. 2) Transfer of Securities pursuant to the provisions of Clause 9. 8.4 Except for the permitted transfers, pursuant to Clause 8.3.1 and 8.3.2 above, Securities can only be offered for sale in its entirety, i.e. the entire shareholding with any other Securities must be offered for sale. The Securities shall be offered for sale in compliance with the provisions of Clause 8.5 to 8.7. Side 9. 8.5 Upon the transfer of Securities - with the Linked exception of a permitted transfer pursuant to 8.3.1 and 8.3.2, either by assignment, gift, inheritance, legal action, liquidation or bankruptcy, the other Parties shall have the first right of refusal with respect to the Securities offered in proportion to their holding of Shares or enter into (i.e. not including warrants etc.) in the Company. Pledging of Securities shall be deemed a transfer of Securities and thus requires the consent of the Board as set out herein, including first right of refusal for the other Parties. 8.6 A party intending to sell Securities shall notify the Board hereof in writing (the "Offer"). Such notification shall include information regarding price and terms upon which the offered Securities can be acquired. The Offer shall be prepared in such a way that the offered Securities can be paid in cash against delivery of the Securities free from any arrangement which may place any Encumbrance on the Linked Sharesliens and encumbrances. In the event that the Subscriber wishes a third party has made a bid or is expected to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the Table of Contents Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with to purchase the Company in Securities, the identity of such form third party and containing such provisions as the contend of the bid or expected agreement made shall be disclosed. 8.7 The Chairman of the Board may require (shall immediately inform the other Party in particular, to ensure that the commercial intentions writing with a copy of the arrangements Offer. Within 14 working Days from the date of the offer, the other Party shall either accept or reject the Offer in writing to the selling Party with copy to the chairman of the Board (first right of refusal). Notwithstanding the above, the other Party shall always be granted at least 10 Working Days from the receipt of the said copy to accept or reject the Offer. 8.8 The purchase price of the Securities acquired pursuant to Clauses 8.6 and 8.7 above shall be paid in cash within 10 Working Days after the acquiring Party have exercised its right. 8.9 In the event that a Party does not want to acquire any Securities offered for sale, the first right for refusal shall lapse. The selling Party is thereafter entitled to freely transfer the offered Shareholding to any independent third Party - within a period of three month after the expiry of the time limits of acceptance stipulated - at identical price and terms as set out in the Offer. 8.10 The transfer of Securities can only be effected provided that the acquiring Party assumes all rights conferred and obligations imposed in this Agreement are maintained despite the Linked Shares having been transferred Shareholders Agreement. 8.11 The voting right attached to the Permitted Transferee share can only be transferred with the share itself. 8.12 Where a final agreement is entered into with an independent third party, the selling Party shall provide the other Party and accordingly restricting the ability Board with a copy of the Permitted Transferee full agreement within 5 Working Days after the agreement has been executed. Side 10. 8.13 The selling Party shall not be permitted to transfer initiate new right of refusal procedure within 6 month from the Linked Shares and requiring the compulsory transfer, conversion or forfeiture end of the Linked Shares trading window set out in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been ReleasedClause 8.9.

Share Transfer. The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation 8.1 Any transfer of Articles 13 or 15 of the Articles, without the prior written consent of the Board (shares must first be subject to the approval of the Investor Directormajority of the directors by resolutions, and then the relevant transferee of such shares can become a shareholder. In addition, if any shareholder transfers its shares in accordance with the provisions of the terms hereof, the relevant transferee of such shares must: (a) (such consent Execute appropriate legal instruments to undertake to be made subject to such conditions as the Board may require), or paragraph 2 of bound by this Agreement, as if such transferee was an original contracting party hereto; (b) Purchase all shareholder loans (if any) provided to the Company by the transferor; and (c) Provide relevant creditors with all guaranties or mortgages (if any) to ensure the repayments of the debts of the Company in place of the transferor, provided that the relevant creditors consent to such arrangement. 8.2 Subject to Article 8.1, the parties hereto agree to cause the Board of Directors to approve such share transfer under the Linked Shares following circumstances: (a) Any corporate shareholder transfers all or enter into part of its shares to one of its wholly-owned subsidiaries or a wholly-owned subsidiary of its ultimate holding company, provided that if such transferee ceases to be a wholly-owned subsidiary of the foregoing transferor or its ultimate holding company, relevant shares shall be immediately transferred back to the foregoing transferor; (b) Any shareholder exercises the powers conferred under Article 8.3 and purchases shares from other shareholders in accordance with the provisions of Article 8.3; and (a) If ▇▇. ▇▇▇▇▇ or ▇▇. ▇▇ (“Breaching Shareholders”) have been in breaches pursuant to in Article 9 hereof, he must immediately give a written notice to other parties hereto. Any non-breaching shareholder shall be entitled to give a written notice (“Share Purchase Notice”) to such Breaching Shareholders (with a copy to the Board of Directors) within 30 days upon occurrence of such breaches or upon receipt of the written notice (whichever is later), demanding purchasing all or part of the shares of such Breaching Shareholders, who must sell their shares in accordance with the provisions of this Paragraph. In case any arrangement which may place non-breaching shareholder fails to exercise the foregoing share purchase right prior to the expiry of such 30-day period, such share purchase right shall become invalid and shall no longer be in any Encumbrance force. (b) In case the shareholder who intends to exercise such share purchase right (referred to as the “Buyer” in this Paragraph) fails to reach an agreement with the Breaching Shareholders on the Linked Shares. In the event that the Subscriber wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity price of the relevant Permitted Transferee shares within 14 days upon within the issuance of the Share Purchase Notice, the Buyer and the Table Breaching Shareholders must immediately notify the Board of Contents Directors, requesting the Board will consent to appoint the then auditor of the Company on their behalf, to prove in writing, and notify the Buyer, the fair value of the relevant shares within 14 days since the date of the Share Purchase Notice was issued. Upon receipt of the above notification from the Buyer and/or the Breaching Shareholders, the Board of Directors shall immediately retain such auditor to determine the amount of the fair value of relevant shares pursuant to the preceding provision. The Buyer and the breaching shareholder must accept the amount determined and proven in such manner as the transfer price of the relevant transfer for shares. Such auditor shall serve as an expert rather than an arbitrator in respect of the matters described in this Paragraph, and his decision is final and binding upon the shareholders. The costs incurred in connection with the determination of the fair value shall be solely borne by the Breaching Shareholders. For the purposes of this paragraph 3 provided that Paragraph, the Subscriber and fair value of relevant shares shall be the Permitted Transferee first enter into an agreement with net asset value of the relevant shares as determined according to the accounting principles adopted by the Company on the date of the Buyer’s Share Purchase Notice (referred to as “Designated Price” in such form and containing such provisions as this Paragraph). (c) Any share transfer to be conducted between two shareholders under Article 8.4 must be completed according to Article 8.3 (b) after each of the parties agrees upon the transfer price or after auditor has determined the Designated Price. 8.4 The shareholder must cause the director(s) nominated by it to resign after selling its shares. 8.5 When the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred Directors makes resolutions regarding any share transfer pursuant to the Permitted Transferee and accordingly restricting provisions hereof, the ability of director(s) nominated by the Permitted Transferee to transfer relevant shareholders must avoid participating in the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Releasedvote.