Common use of Transfer terms Clause in Contracts

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. 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 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: 18.2.1 (a) the Relevant Shares will shall be sold with full title guarantee, free from all Encumbrances 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 completion of such transferthe relevant Transfer Notice/Offer Notice; 18.2.2 (b) the party selling 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 party buying Continuing Party/Third Party Purchaser duly executed transfer(s) in favour of the party buying Continuing Party/Third Party Purchaser, or as it may direct, together with any 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 and, executed; (d) against delivery of the transfer(s), the party buying Continuing Party/Third Party Purchaser shall pay the total consideration for the Relevant Shares to the party selling in cleared funds Seller/Affected Party by cheque / banker's draft for value on the relevant completion date; 18.2.3 (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 party buyingContinuing Party/Third Party Purchaser) are registered in the name of the party buying Continuing Party/Third Party Purchaser or as it may direct; 18.2.4 (f) the party selling Seller/Affected Party shall do all such other things and execute all other documents (including any deed) as the party buying Continuing Party/Third Party Purchaser may reasonably request to give effect to the sale and purchase of the Relevant Shares;. 18.2.5 (g) if requested the buyer is a Third Party Purchaser, it shall enter into an agreement with the Continuing Party to be bound (in terms reasonably satisfactory to the Continuing Party by provisions corresponding to the party buying, the party selling shall ensure that all the JV Directors appointed by it or any Seller's obligations under this Agreement including (but without limitation) those under clause 10 of its Group Companies resign this Agreement (Non-competition) and the resignation(s) take effect without any liability on the JV Co for compensation for loss of office or otherwisethis clause.

Transfer terms. 18.1 This Clause sets out the terms on which The transfer by a Seller of any Sale Shares are to be transferred a Third Party Purchaser 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 12 shall be on the following terms: 18.2.1 the (a) such Sale Shares will shall be sold with full title guarantee, free from all Encumbrances liens, charges and encumbrances and third party rights, rights together with all rights of any nature attaching to them including all rights to any dividends dividends, interest or other distributions declared, paid or made after the date of the relevant Transfer Notice; (b) such Third Party Purchaser shall assume with effect from the completion date of such transfer, any obligations of such Seller 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 Group; 18.2.2 the party selling (c) such Seller shall deliver to the party buying such Third Party Purchaser duly executed transfer(s) in favour of the party buying such Third Party Purchaser, or as it may direct, together with any with, if appropriate, share certificate(s) for the Shares included in the Sale Shares and a certified copy of any authority under which such transfer(s) is/are executed and, executed; (d) against delivery of the transfer(s), the party buying such Third Party Purchaser shall pay the total consideration for the such Sale Shares to the party selling in cleared funds such Seller by cash for value on the relevant completion date; 18.2.3 the parties (e) such Seller shall ensure (insofar as they are it is able) that the relevant transfer or transfers (subject to their being duly stamped, stamp duty (if any) to be paid by the party buyingsuch Third Party Purchaser) are registered in the name of the party buying or as it may directsuch Third Party Purchaser; 18.2.4 the party selling (f) such Seller shall do all such other things and execute all other documents (including any deed) as the party buying such Third Party Purchaser may reasonably request to give effect to the sale and purchase of the such Sale Shares; 18.2.5 if requested by the party buying, the party selling (g) such Seller shall ensure that all the JV Directors directors appointed by it or to any of its Group Companies Member resign and the resignation(s) take effect up such transfer without any liability on the JV Co any Group Member for compensation for loss of office or otherwise; and (h) such Third Party Purchaser shall enter into a Deed of Adherence.

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 16.1 Any transfer of the Transferring Shareholder's CTH Shares to the Continuing Party, or a Transferee Affiliate or a Third Party Purchaser under clause 13 (Transfer of Shares) or of the Affected Party's CTH Shares to the Continuing Party under clause 14 (Buy-Out Events) (in this clause, the Transferring Shareholder's and/or the Affected Party's CTH Shares are referred to as the "Relevant Shares") shall be on the following terms: 18.2.1 (A) the Relevant Shares will will, subject to clause 17, be sold with full title guarantee, free from all Encumbrances liens, charges and encumbrances and third party rights, rights and 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 the relevant Transfer Notice/Buy-Out Notice (provided always that, for the avoidance of such transferdoubt, nothing in this clause 16.1 (A) will oblige Alfa to release any security over the CTH Shares held by Cukurova granted to Alfa or any of its Affiliates by Cukurova pursuant to or in connection with the Financing Agreements); 18.2.2 (B) the party selling Continuing Party/Transferee Affiliate/Third Party Purchaser shall assume, with effect from the date the transfer of the Relevant Shares completes ("the Transfer Date") all obligations of the Transferring Shareholder/Affected Party and any member of its Group in relation to the business of CTH Group. 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 Transferring Shareholder/Affected Party for its share of any claims attributable to any liabilities arising in respect of the period before the Transfer Date; (C) the Transferring Shareholder/Affected Party shall deliver to the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser duly executed transfer(s) in favour of the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser, or as it may direct, together with any the appropriate share certificate(s) for (or indemnities in terms reasonably satisfactory to the Continuing Party/Transferee Affiliate/Third Party Purchaser in respect of any missing certificates) in respect of the Relevant Shares and a certified copy of any authority under which such transfer(s) is/are executed and, executed; (D) against delivery of the transfer(s), the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser shall pay the total cash portion of the consideration for the Relevant Shares to the party selling in cleared funds Transferring Shareholder by electronic bank transfer for value on the relevant completion dateTransfer Date; 18.2.3 (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 party buyingContinuing Party/Transferee Affiliate/Third Party Purchaser) are registered in the name of the party buying Continuing Party/Transferee Affiliate/Third Party purchaser or as it may direct; 18.2.4 (F) the party selling Transferring Shareholder/Affected Party shall do all such other things and execute all other documents (including any deed) as the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser may reasonably request to give effect to the sale and purchase of the Relevant Shares; 18.2.5 (G) if requested by the party buyingContinuing Party/Transferee Affiliate/Third Party Purchaser, the party selling Transferring Shareholder/Affected Party 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 CTH for compensation for loss of office or otherwiseotherwise (save to the extent that the liability arises in relation to a service contract with a Director who was acting in an executive capacity); (H) if the buyer is a Transferee Affiliate or Third Party Purchaser, it shall enter into a deed of adherence (in the form set out in Schedule 2 with such drafting amendments thereto as the Continuing Party shall deem necessary in the circumstances) with the Continuing Party and CTH covenanting and undertaking to adhere to, and be bound by, the provisions corresponding to the Transferring Shareholder's obligations under this Agreement including those under clause 12 (Non-Competition) and this clause 16.

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 16.1 Any transfer of the Transferring Shareholder’s CTH Shares to the Continuing Party, or a Transferee Affiliate or a Third Party Purchaser under clause 13 (Transfer of Shares) or of the Affected Party’s CTH Shares to the Continuing Party under clause 14 (Buy-Out Events) (in this clause, the Transferring Shareholder’s and/or the Affected Party’s CTH Shares are referred to as the “Relevant Shares”) shall be on the following terms: 18.2.1 (A) the Relevant Shares will will, subject to clause 17, be sold with full title guarantee, free from all Encumbrances liens, charges and encumbrances and third party rights, rights and 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 the relevant Transfer Notice/Buy-Out Notice (provided always that, for the avoidance of such transferdoubt, nothing in this clause 16.1 (A) will oblige Alfa to release any security over the CTH Shares held by Cukurova granted to Alfa or any of its Affiliates by Cukurova pursuant to or in connection with the Financing Agreements); 18.2.2 (B) the party selling Continuing Party/Transferee Affiliate/Third Party Purchaser shall assume, with effect from the date the transfer of the Relevant Shares completes (“the Transfer Date”) all obligations of the Transferring Shareholder/Affected Party and any member of its Group in relation to the business of CTH Group. 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 Transferring Shareholder/Affected Party for its share of any claims attributable to any liabilities arising in respect of the period before the Transfer Date; (C) the Transferring Shareholder/Affected Party shall deliver to the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser duly executed transfer(s) in favour of the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser, or as it may direct, together with any the appropriate share certificate(s) for (or indemnities in terms reasonably satisfactory to the Continuing Party/Transferee Affiliate/Third Party Purchaser in respect of any missing certificates) in respect of the Relevant Shares and a certified copy of any authority under which such transfer(s) is/are executed and, executed; (D) against delivery of the transfer(s), the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser shall pay the total cash portion of the consideration for the Relevant Shares to the party selling in cleared funds Transferring Shareholder by electronic bank transfer for value on the relevant completion dateTransfer Date; 18.2.3 (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 party buyingContinuing Party/Transferee Affiliate/Third Party Purchaser) are registered in the name of the party buying Continuing Party/Transferee Affiliate/Third Party purchaser or as it may direct; 18.2.4 (F) the party selling Transferring Shareholder/Affected Party shall do all such other things and execute all other documents (including any deed) as the party buying Continuing Party/Transferee Affiliate/Third Party Purchaser may reasonably request to give effect to the sale and purchase of the Relevant Shares; 18.2.5 (G) if requested by the party buyingContinuing Party/Transferee Affiliate/Third Party Purchaser, the party selling Transferring Shareholder/Affected Party 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 CTH for compensation for loss of office or otherwiseotherwise (save to the extent that the liability arises in relation to a service contract with a Director who was acting in an executive capacity); (H) if the buyer is a Transferee Affiliate or Third Party Purchaser, it shall enter into a deed of adherence (in the form set out in Schedule 2 with such drafting amendments thereto as the Continuing Party shall deem necessary in the circumstances) with the Continuing Party and CTH covenanting and undertaking to adhere to, and be bound by, the provisions corresponding to the Transferring Shareholder’s obligations under this Agreement including those under clause 12 (Non-Competition) and this clause 16.