Common use of Transfer terms Clause in Contracts

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.