Transfer of Sale Shares. 4 4. Consideration ...................................................4 5.
Transfer of Sale Shares. 3.1 The Vendor undertakes that it shall within 5 Business Days from the date of this Agreement deliver to the Purchaser:-
3.1.1 certified true copies of the resolutions passed by the board of directors of the Vendor approving the sale of the Sale Shares by the Vendor to the Purchaser pursuant to this Agreement;
3.1.2 certified true copies of the resolutions passed by the board of directors of the Company:-
(a) approving the transfer of the Sale Shares to the Purchaser;
(b) authorising the cancellation of old share certificates and the issue of new share certificates in respect of the Sale Shares in favour of the Purchaser and/or its nominees;
(c) approving the entry of the name of the Purchaser or its nominees as holder of the Sale Shares in the register of members of the Company; and
(d) approving the appointment of three persons nominated by the Purchaser as directors of the Company, in such forms as the Purchaser may require;
3.1.3 duly executed share transfer FORMS, in substantially the form set out in Appendix A, in respect of the Sale Shares in favour of the Purchaser or its nominees, together with the relevant share certificate(s);
3.1.4 (if so required by the Commissioner of Stamp Duties in Singapore), the duly executed working sheet computing the net asset value per share of the Company, together with such other documents and instruments as the Commissioner of Stamp Duties in Singapore may require for the stamping of the share transfer forms in respect of the Sale Shares;
3.1.5 such waivers or consents as may be necessary to enable the Purchaser or its nominees to be registered as holder of any and all of the Sale Shares; and
3.1.6 such other documents, in form and substance satisfactory to the Purchaser, as the Purchaser may require, to complete the sale and purchase of the Sale Shares and to complete the transactions contemplated herein.
Transfer of Sale Shares. (a) JVCo hereby waives, and JVCo hereby agrees to cause each JVCo Subsidiary to waive, any and all rights JVCo or any JVCo Subsidiary may have under all agreements between JVCo and one or more of the Shareholders or Guarantors or otherwise to object to the transfer to Purchaser of any Sale Shares and hereby covenants not to consent and not to permit any JVCo Subsidiary to consent to the transfer of any Sale Shares to any Person other than Purchaser.
(b) No party will take any action, make any attempt or solicit anyone to, except as expressly set out in the Transaction Documents, change, alter or otherwise amend the share register of JVCo or to create an alternative share register for JVCo.
Transfer of Sale Shares. Subject to Section 6 of this Agreement regarding co-sale rights of Investors and Founders, if none of the Company, the Founders, or the Investors elect to exercise their rights to purchase the Sale Shares pursuant to this Section 4, the Designated Shareholder may, within 60 days of the expiration of the Investors' and Founders' option pursuant to Section 4.3, transfer the Sale Shares to the Discretionary Transferee on the terms and condition set forth in the First Refusal Notice; provided that, if such transferee will, after such transfer, be an officer, director, or holder of 2% or more of the Company's outstanding Common Stock and Preferred Stock, on an as if converted basis, then prior to such transfer the Discretionary Transferee shall agree in writing to be bound by the terms and conditions of this Agreement.
Transfer of Sale Shares. Upon the execution of this Agreement:
3.1 The Vendor shall deliver duly signed instrument of transfer dated the date of this Agreement and bought and sold notes to effect the sale of the Sale Shares to the Purchaser and/or his nominee(s) upon the execution.
3.2 The Vendor shall deliver a waiver of any outstanding and existing applicable rights of pre-emption, duly signed as appropriate.
3.3 The Vendor shall deliver the necessary resolutions to approve this Sale and Purchase Agreement, subject to stamping the Sale Shares to the Purchaser and/or his nominee(s).
3.4 The Vendor shall procure that the name of the Purchaser and/or his nominee(s) be entered in the register of members of CMS as registered holder of the Sale Shares and shall issue and deliver to the Purchaser and/or his nominee(s) a share certificate in respect of the Sale Shares.
3.5 The Vendor shall arrange stamping of the transfer documents for the Sale Shares within 2 days after the signing of this Agreement. The Purchaser shall bear the stamp duty costs and disbursements incurred in these transactions.
3.6 The Vendor shall provide a duly executed waiver of any obligation owed by CMS to the Vendor.
Transfer of Sale Shares. Within two (2) Business Days of the Non-Defaulting Shareholder notifying the Defaulting Shareholder whether it wishes to purchase or sell pursuant to Section 13.6 or Section 13.7, the appropriate Shareholder shall execute the necessary instrument(s) of transfer of the Sale Shares in favour of the other Shareholder against payment in full of the price for the Sale Shares and the Shareholders shall procure that the Company will enter the purchaser’s name in the register of members of the Company as the holder of the Sale Shares.
Transfer of Sale Shares. Within ten Business Days after the determination of the Option Price in accordance with Clause 13.7, or such other date as the Shareholders may agree, the transferring Shareholder must deliver to the purchasing Shareholder:
(a) duly executed instruments of transfer for all of the Sale Shares; and
(b) if issued and existing, the relevant share certificates for each of the Sale Shares, in each case against payment in full of the Option Price in respect of each of the Sale Shares and the Shareholders shall procure that the Board will enter the purchaser’s name in the register of members of the Company and if applicable any other Group Company as the holder of the Sale Shares.
Transfer of Sale Shares. 4.1 The Selling Shareholder and the Company have the power and authority to enter into this Agreement, and to execute and deliver this Agreement. The Selling Shareholder, the Company and TeleTech India have been duly authorised by all requisite corporate actions on its part.
4.2 This Agreement, when duly executed, will constitute the legal, valid, and binding obligation between the Company, TeleTech India and the Selling Shareholder, enforceable by or against either of them.
4.3 The Selling Shareholder, the Company and TeleTech India are empowered by provisions of the Applicable Laws and their Memorandum & Articles of Association to register the transfer of Sale Shares in the name of the Purchaser.
Transfer of Sale Shares. Within thirty (30) days from the date of Settlement Agreement (or such mutually agreed extended date), the Purchaser shall transfer the Sale Shares to the Vendors (or its nominee(s)) (in such proportion as may be agreed between them or 50% by default) at no cost to the Vendors subject always to the other terms of the Settlement Agreement (hereinafter referred to as the “Completion Date”).
Transfer of Sale Shares. Within five days of receipt of payment in full of the amounts in Paragraph 1 of this Agreement, Hall agrees to transfer the Sale Shares to MoneyOnMobile.
