Common use of Failure to Transfer Clause in Contracts

Failure to Transfer. If a Selling Securityholder fails or refuses to comply with its obligations to transfer Relevant Securities under Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and Consequences of Transfers of Convertible Securities) on or before the Transfer Date the Company, to the extent permitted under Applicable Laws, may receive the purchase money for a Selling Securityholder (without any obligation to pay interest) and cause a Buyer (by acting for and on behalf of a Selling Securityholder and the Selling Securityholder agrees to sign and file any documents to authorise the Company to do so) to be registered as the holder of the Relevant Securities being sold (once any appropriate stamp duty has been paid). The receipt by the Company of the purchase money shall be a good discharge to a Buyer (who shall not be bound to see to the application of those moneys). After a Buyer has been registered as holder of the Relevant Securities being sold in exercise of these powers: 10.3.1 the validity of the transfer shall not be questioned by any person; 10.3.2 the Selling Securityholder, shall surrender its certificates for the Relevant Securities to the Company, if applicable. On surrender, it shall be entitled to the purchase money for the Relevant Securities; and 10.3.3 this Clause 10.3 (Failure to transfer) shall apply to the extent permitted by Applicable Laws.

Failure to Transfer. If a Selling Securityholder Shareholder fails or refuses to comply with its obligations to transfer Relevant Securities under Clause 7 (Transfers), Clause 8 (Drag-Along), Clause 9 (Default) or Clause 10 (Terms and Consequences of Transfers of Convertible Securities) Clauses 23 to 26 inclusive on or before the Transfer Date for a reason other than failure to satisfy a Permitted Regulatory Condition: 26.3.1 the CompanyCompany may: (a) complete, execute and deliver as attorney for and on behalf of the Selling Shareholder the required transfer pursuant to the extent permitted under Applicable Laws, may powers vested in it pursuant to Clause 26.12; (ii) receive the purchase money in trust for a Selling Securityholder Shareholder (without any obligation to pay interest); and (iii) and cause a Buyer (by acting for and on behalf of a Selling Securityholder and the Selling Securityholder agrees to sign and file any documents to authorise the Company to do so) to be registered as the holder of the Relevant Securities being sold (once any appropriate required stamp duty has been paid, if required, and the relevant instrument of transfer has been duly stamped). The receipt by the Company of the purchase money shall be a good discharge to a Buyer (who shall not be bound to see to the application of those moneys). After a Buyer has been registered as holder of the Relevant Securities being sold in exercise of these powers: 10.3.1 (i) the validity of the transfer shall not be questioned by any person;; and 10.3.2 (ii) the Selling Securityholder, Shareholder shall surrender its certificates for the Relevant Securities to the Company, if applicableCompany (or provide an express indemnity in a form satisfactory to the Buyer in the case of any certificate found to be missing). On surrender, it the Selling Shareholder shall be entitled to the purchase money for the Relevant Securities; and 10.3.3 26.3.2 the Selling Shareholder shall not exercise any of its powers or rights in relation to management of, and participation in the profits of, the Company under this Clause 10.3 Deed, the Articles or otherwise. Without prejudice to the foregoing, the Directors appointed by the Selling Shareholder (Failure to transferor its predecessor in title) shall apply not: (i) be entitled to vote at any Board meeting; (ii) be required to attend any meeting of Directors in order to constitute a quorum; or (iii) be entitled to receive or request any information from the extent permitted by Applicable LawsCompany.