Transfer terms Clause Samples
The 'Transfer terms' clause defines the conditions under which rights, obligations, or interests under an agreement may be assigned or transferred from one party to another. Typically, this clause outlines whether such transfers require prior written consent, are restricted to certain parties, or are prohibited altogether. For example, it may allow a company to transfer its contractual rights to a subsidiary but prevent transfers to unrelated third parties without approval. The core function of this clause is to control and clarify how contractual relationships can change hands, thereby protecting the interests of the original parties and maintaining the integrity of the agreement.
Transfer terms. 18.1 This Clause sets out the terms on which any Shares are to be transferred under Clause 10 (Transfer of JV Investment), Clause 17 (Transfer on Change of Control), Clause 20 (Right of First Refusal), and Schedule 4 (Compulsory Transfer).
18.2 Any transfer of the Shares shall be on the following terms:
18.2.1 the Shares will be sold with full title guarantee, free from all 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 completion of such transfer;
18.2.2 the party selling shall deliver to the party buying duly executed transfer(s) in favour of the party buying or as it may direct, together with any share certificate(s) for the Shares and a certified copy of any authority under which such transfer(s) is/are executed and, against delivery of the transfer(s), the party buying shall pay the consideration for the Shares to the party selling in cleared funds for value on the relevant completion date;
18.2.3 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 party buying) are registered in the name of the party buying or as it may direct;
18.2.4 the party selling shall do all such other things and execute all other documents (including any deed) as the party buying may reasonably request to give effect to the sale and purchase of the Shares;
18.2.5 if requested by the party buying, the party selling shall ensure that all the JV Directors appointed by it or any of its Group Companies resign and the resignation(s) take effect without any liability on the JV Co for compensation for loss of office or otherwise.
Transfer terms. Any sale and/or transfer of Shares pursuant to this Agreement shall be on terms that those Shares:
9.2.1 are transferred free from all Encumbrances; and
9.2.2 are transferred with the benefit of all rights attaching to them as at the date of the relevant Transfer Notice, Tag-Along Notice, Sell Out Notice or Default Notice as appropriate.
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. 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 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.
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 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: