Common use of Failure to Transfer Clause in Contracts

Failure to Transfer. If a Shareholder fails or refuses to comply with its obligations relating to a transfer of Shares under clause 10.1.3: 12.4.1 the Company shall authorise a person to execute and deliver the necessary transfer on its behalf. Payment of the purchase money in respect of such transfer to that Shareholder shall be made in such manner as is agreed between the Company and Shareholder and in the absence of such agreement, by cheque to that Shareholder's last known address, which shall be a good discharge for the purchaser. The Company shall, subject to the instrument of transfer being duly stamped, cause the purchaser to be registered as holder of the relevant Shares. Once registration has taken place in purported exercise of the power contained in this clause 12.4 the validity of the proceedings shall not be questioned by any person; and 12.4.2 the purchaser or, where the purchaser is not a Shareholder, the Company on its behalf and acting on its instructions, may serve written notice on such Shareholder within 15 Business Days of such failure or refusal and (unless such non-compliance has previously been remedied to the reasonable satisfaction of the purchaser) after a further five Business Days from the date of such notice the Shareholder shall be deemed to have waived its right to exercise any of its powers or rights in relation to the management of, and participation in the profits of, the Company under this Agreement, the Articles or otherwise, and shall be deemed to have removed all Directors appointed by it with effect from the end of such five Business Day period.