Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms: 24.5.1 if any of the Permitted Conditions to the Default Notice is not satisfied or waived 90 Business Days after service of that Default Notice then that Default Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed 7 Business Days after written notice of the determination of the Fair Value of the Sale Shares or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "Transfer Date") at such reasonable time and place that the shareholders agree or, failing which, at the registered office of the Company during normal business hours; 24.5.2 the selling Shareholder shall deliver to the buyer in respect of the Sale Shares on or before the Transfer Date: (i) duly executed share transfer forms; and (ii) the relevant share certificates; and (iii) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the voting rights; and 24.5.3 the buyer shall pay the consideration for the Sale Shares to the selling Shareholder by banker's draft or by telegraphic transfer to the bank account of the selling Shareholder notified to it for the purpose on the Transfer Date; and 24.5.4 in accordance with Clause 26.
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Sources: Joint Venture Shareholders' Agreement (Spectrasite Holdings Inc)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
24.5.1 21.4.1 if any of the Permitted Conditions to the Default an Option Notice is not satisfied or waived 90 Business Days after service of that Default Notice the Option Notice, then that Default the Option Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares in respect of the Option Notice shall be completed 7 Business Days after written notice the date of exercise of the Option determination of the Fair Value of the Sale Option Shares or the date of the satisfaction or waiver of all Permitted Conditions (Conditions, whichever is the later) later (the "Transfer Option Date") at such reasonable time and place that the shareholders Shareholders agree or, failing which, at the registered office of the Company during normal business hours;
24.5.2 21.4.2 the selling Shareholder shall must deliver to the buyer in respect of the Sale Option Shares on or before the Transfer Option Date:
(i) duly executed share transfer transfers forms; and
(ii) the relevant share certificates; and
(iii) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, covered by the Option Notice including voting rights; and
24.5.3 21.4.3 the buyer shall pay the consideration for the Sale Shares Option Price to the selling Shareholder by banker's draft or by telegraphic transfer to the bank account of the selling Shareholder notified to it for the purpose on the Transfer DateOption; and
24.5.4 21.4.4 in accordance with Clause 26.
Appears in 1 contract
Sources: Joint Venture Shareholders' Agreement (Spectrasite Holdings Inc)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
24.5.1 13.5.1 if any of the Permitted Conditions to the Default Deadlock Notice or Response Notice is not satisfied or waived 90 60 Business Days (or, in the case of a regulatory approval, 120 Business Days) after service of that Default Notice then that Default Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed 7 seven Business Days after written notice the end of the determination of the Fair Value of the Sale Shares Offer Period or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "Transfer DateTRANSFER DATE") and at such reasonable time and place that as the shareholders Shareholders agree or, failing which, at the registered office of the Company during normal business hoursCompany;
24.5.2 13.5.2 the selling Shareholder shall deliver to the buyer in respect of the Sale Shares it is selling on or before the Transfer Date:
(ia) duly executed share transfer forms; and;
(iib) the relevant share certificates; and
(iiic) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the to be sold including voting rights; and;
24.5.3 13.5.3 the buyer shall pay the consideration for the Sale Shares Deadlock Price to the selling Shareholder by banker's draft or by telegraphic transfer to the bank Bank account of the selling Shareholder notified to it for the purpose on the Transfer Date; and
24.5.4 13.5.4 in accordance with Clause 2616.
Appears in 1 contract
Sources: Joint Venture Shareholders' Agreement (Siberian Energy Group Inc.)
Completion of Transfer. The sale and purchase of the Sale Shares in accordance with this Clause shall be made on the following terms:
24.5.1 12.5.1 if any of the Permitted Conditions in relation to the Default Notice sale and purchase of any Sale Shares is not satisfied or waived 90 60 Business Days or, where a regulatory approval is required, 150 Business Days, after service of that Default Notice then that Default Notice shall lapse. Otherwise, completion of the transfer of the Sale Shares shall be completed 7 seven Business Days after written notice of the determination of the Fair Value of the Sale Shares or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "“Transfer Date"”) at such reasonable time and place that the shareholders agree or, failing which, at the registered office of the Company during normal business hoursCompany;
24.5.2 12.5.2 the selling Shareholder shall deliver to the buyer in respect of the Sale Shares on or before the Transfer Date:
(i) duly executed share transfer forms; and
(ii) the relevant share certificates; and
(iii) a power of attorney in such form and in favour of such person as the buyer may nominate to enable the buyer to exercise all rights of ownership in respect of the Sale Shares including, without limitation, the voting rights; and;
24.5.3 12.5.3 the buyer shall pay the consideration for the Sale Shares to the selling Shareholder by banker's draft or by telegraphic transfer to the bank account of the selling Shareholder notified to it for the purpose on the Transfer Date; and
24.5.4 in accordance with 12.5.4 the provisions of Clause 2614 shall apply to the transfer.
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