FURTHER ISSUE AND TRANSFER OF SHARES Sample Clauses

FURTHER ISSUE AND TRANSFER OF SHARES. The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this agreement and shall be delivered to the Company at its registered office and to the Investors. No share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered.

FURTHER ISSUE AND TRANSFER OF SHARES. 9.1 Each of the Investors undertakes to the other Investors that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of his or her interest in, or grant any option or other rights over, any Shares except in accordance with the New Articles or this Agreement. 9.2 Without prejudice to clause 9.1, none of the Investors shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 9.1 nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act) or sell or transfer any Shares held as Treasury Shares, to any person who is not a party to this Agreement without first obtaining from the transferee or subscriber a Deed of Adherence, unless otherwise approved by the Board. 9.3 No allotment, issue, transfer or registration of any Share or equity securities (as defined in section 560 of the Act) other than to an existing Shareholder in accordance with the terms of this Agreement and the New Articles may be made unless the allottee or transferee has first agreed to be bound by the terms of this Agreement (as amended in writing by the parties to it from time to time) by executing a Deed of Adherence and has delivered that deed to the Company, provided that the Board (acting by majority vote, including an affirmative vote from an at least one Investor Director) may specify that any particular allottee or transferee need not become a party to this Agreement where following such allotment or transfer the allottee or transferee, together with its Affiliates, would hold not more than three (3) per cent of the issued Shares. 9.4 The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this Agreement and shall be delivered to the Company at its registered office and to the Investors. Subject to clause 9.1, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered. 9.5 Any person executing a Deed of Adherence shall be deemed to be a party to this Agreement and a Shareholder on compliance with all relevant provisions of this clause and being registered as the holder of any Shares.

FURTHER ISSUE AND TRANSFER OF SHARES. 7.1. None of the Shareholders shall effect any transfer, mortgage, charge or other disposal of the whole or any part of their interest in, or grant any option, Encumbrance or other rights over, any shares in the capital of the Company to any person nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act), to any person who is not a party to this agreement without first obtaining from the transferee or subscriber an Adherence Agreement save in respect of the grant or exercise of an option pursuant to the Share Option Plan unless otherwise approved by the Board. 7.2. The Adherence Agreement shall be in favour of the parties to this agreement and shall be delivered to the Company at its registered office. Subject to clause 7.1, no share transfer or issue of shares shall be registered by the Board unless such Adherence Agreement has been delivered in accordance with this clause 7 (Further issue and transfer of shares).

FURTHER ISSUE AND TRANSFER OF SHARES. None of the Shareholders shall effect any transfer, mortgage, charge or other disposal of the whole or any part of their interest in, or grant any option, Encumbrance or other rights over, any shares in the capital of the Company to any person nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act), to any person who is not a party to this agreement without first obtaining from the transferee or subscriber an Adherence Agreement [save in respect of the grant or exercise of an option pursuant to the Share Option Plan] unless otherwise approved by the Board. The Adherence Agreement shall be in favour of the parties to this agreement and shall be delivered to the Company at its registered office [and to the Investors]. Subject to clause 9.1, no share transfer or issue of shares shall be registered by the Board unless such Adherence Agreement has been delivered in accordance with this clause 9 (Further issue and transfer of shares).

FURTHER ISSUE AND TRANSFER OF SHARES. 16.1 The Company shall not sell or permit the transfer of any Shares held as Treasury Shares, or issue of any new Shares (of any class), otherwise in accordance with the terms of this agreement, and to any person who is not a party to this agreement without first obtaining from the transferee or subscriber a Deed of Adherence unless otherwise approved by the Board. 16.2 The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this agreement and shall be delivered to the Company at its registered office and to the Investors. Subject to clause 16.1, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered. 16.3 Each of the Shareholders (other than the New Investor) undertakes to all other Shareholders that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of their interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except where permitted by or required so to do pursuant to the New Articles or the terms of this agreement.

FURTHER ISSUE AND TRANSFER OF SHARES. 14.1 In the event that any Shareholder wishes to sell any of its Shares in the Company to third party(ies) (“Third Party Purchaser”), the selling Shareholder (“Seller”) shall promptly give the other Shareholders (the “Continuing Shareholders”) a written notice (“Transfer Notice”) offering to sell the shares (“Sale Shares”) to the Continuing Shareholders in proportion to their respective shareholdings in the Company on the same terms (including price per Share which must be cash) as apply to the purchase of the Sale Shares by the Third Party Purchaser. The offer shall: (a) be irrevocable and unconditional (except for any conditions which apply to the proposed transfer of the Sale Shares); (b) fully describe all material terms and conditions (including terms relating to price, time of completion and conditions precedent) agreed between the Seller and the Third Party Purchaser; and (c) be open for acceptance by the Continuing Shareholders within twenty-one (21) days of receipt of such offer. 14.2 If the Continuing Shareholders does not accept the offer to buy the Sale Shares within twenty-one (21) days of the notice referred to above, the Seller may sell to the Third Party Purchaser at not less than the proposed selling price of the Sale Shares first offered by the Seller to the Continuing Shareholders, and the Third Party Purchaser shall sign the Deed of Adherence in the form set out in Schedule 7 and be bound by the terms contained therein. 14.3 The Shareholders will procure that the Board shall not register any transfer of Shares that does not fully comply with the provisions of this clause 14.

FURTHER ISSUE AND TRANSFER OF SHARES. 10.1 Each Shareholder undertakes to each other Shareholder, that he/she or it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of his/hers or its interest in, or grant any option or other rights over, any Shares to any person except: (i) where required or specifically permitted to do so pursuant to the New Articles or this Agreement; or (ii) with the consent of the Board with Investor Director Consent. 10.2 No Shareholder shall effect any transfer, mortgage, charge or other disposal of any interest in Shares nor shall the Company issue any Shares or equity securities (as defined in section 560 of the Act) or sell or transfer any Shares held as Treasury Shares, to any person who is not a party to this Agreement without first obtaining from the transferee or subscriber a Deed of Adherence save in respect of the grant or exercise of an option pursuant to the Share Option Plan unless otherwise approved by the Board with Investor Director Consent. 10.3 The Deed of Adherence shall be in favour of the Company, the Investors and any other parties to this Agreement and shall be delivered to the Company at its registered office. Subject to clauses 10.1 and 10.2, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been delivered.

FURTHER ISSUE AND TRANSFER OF SHARES. 7.1 Subject to clause 7.2 each of the Shareholders undertakes to the others that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of its interest in, or grant any option or other rights over, any shares in the capital of the Company to any person except where permitted or required so to do pursuant to the New Articles (unless otherwise approved by the Board (with Founder Consent)). 7.2 Without prejudice to of clause 7.1, none the Shareholders shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 7.1 nor shall the Company issue any shares or equity securities (as defined in section 560 of the Act) (other than pursuant to any employee option scheme), to any person who is not a Party without first obtaining from the transferee or subscriber a Deed of Adherence (unless otherwise approved by the Board (with Founder Consent)). 7.3 The Deed of Adherence shall be delivered to the Company at its registered office. Where required by this Agreement, no share transfer or issue of shares shall be registered unless such Deed of Adherence has been so delivered.

FURTHER ISSUE AND TRANSFER OF SHARES. 8.1 The parties to this Agreement hereby acknowledge that the issuance of new Shares shall remain subject to Part 17 of the Companies Act. 8.2 Each of the parties to this Agreement agrees that if any person wishes to be registered as a holder of any shares (whether upon transfer or transmission or by issue) ("New Shareholder"), the New Shareholder must, unless he is already a party to this Agreement, deliver an executed Deed of Adherence in favour of all the other parties to this Agreement. 8.3 Each of the Founders covenants with and undertakes to the Investors and the Company that, he/she shall not, without obtaining prior Investor Majority Consent, dispose or permit the disposal of any interest in or creating of any Encumbrance over the shares in the Company which are registered in his/her name.