RESTRICTIONS ON DEALING WITH SHARES Sample Clauses

RESTRICTIONS ON DEALING WITH SHARES. 16.1 No Disposal of any Share or any legal or beneficial interest in any Share shall be permitted except a transfer of the entire legal and beneficial interest in the Share: (A) that is permitted by any of clauses 17 (Permitted Transfers) to 23 (Interaction of Notices) (inclusive); (B) in the case of a transfer of A Shares, with the prior written consent of the Novartis Shareholders (acting in their absolute discretion); or (C) in the case of a transfer of B Shares, with the prior written consent of the GSK Shareholders (acting in their absolute discretion). 16.2 Except pursuant to clause 17.1 (Permitted Transfers) or as otherwise agreed between the parties, no Disposal of any B Shares or A Shares shall be made unless all of the B Shares or A Shares (as the case may be) are Disposed of pursuant to the same transaction as if there were only one holder of B Shares and one holder of A Shares. 16.3 If a Disposal of any Shares is permitted pursuant to this agreement, otherwise than to a member of the transferring Shareholder’s Group, that Shareholder must procure that any Shareholder Loans that are owed and outstanding to a member of that Shareholder’s Group at the time of transfer shall be transferred to the relevant transferee of those Shares (or a member of its Group) at the same time.
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RESTRICTIONS ON DEALING WITH SHARES. (A) Transfer by a Shareholder of the legal and beneficial title to any Share, Convertible Share or Preference Share is only permitted in accordance with the provisions of clause 12 (Funding and performance tests), clause 17 (Voluntary transfers) or clause 18 (Transfer of Shares on default), or with the prior written consent of the other Shareholder. (B) Notwithstanding the provisions set out above, no transfer of any Share shall be registered unless and until the transferor complies with the provisions of clause 9.5(D)(ii) (Directors’ interests and fiduciary duties). (C) Save as set out above at clause 16(A), no Disposal of any Share, Convertible Share or Preference Share or any legal or beneficial interest in any such share is permitted and the transfer of any Share, Convertible Share or Preference Share (other than in strict accordance with this agreement) shall not be registered.
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RESTRICTIONS ON DEALING WITH SHARES. 9.1 The Shareholders shall not (save as provided in this Agreement or as may otherwise be agreed in writing between them): (a) mortgage, charge (whether by way of fixed or floating charge), pledge or otherwise encumber its Shares; (b) otherwise than as contemplated in this Agreement or the New Company Articles, sell, transfer or otherwise dispose of any of such Shares or any interest therein; (c) enter into any agreement in respect of the votes or other rights attached to such Shares; or (d) agree, whether or not subject to any condition precedent or subsequent, to do any of the foregoing; (e) any party comprising a ‘B’ Shareholder may transfer some or all of his shares to another party comprising a ‘B’ Shareholder. 9.2 The Shareholders may not transfer all or any of its Shares in the Company other than in respect of a transfer of all its Shares, as provided for in (a), (b), (c), and (d) hereof: (a) subject to the provisions of clauses 9.3 and 10.1, to a company incorporated and tax resident in the Republic of Ireland which is at the time a wholly owned subsidiary of either of the Shareholders, (in this clause 9, an “Associated Transferee”); or (b) to the other Shareholder at the time of the proposed transfer; or (c) provided that the Shareholder transfers or procures the transfer of all such Shares for the time being held by it to the relevant transferee, to any other company, firm or person to whom the other Shareholder shall consent in writing, and so that such consent may be unconditional or subject to any terms or conditions which that other Shareholder may in its absolute discretion impose, and in the latter case any Share so transferred shall be held subject to such terms and conditions; or (d) pursuant to the provisions of clause 10.4 or 12. (e) any party comprising an ‘A’ Shareholder may transfer some or all of his share(s) or his interest therein to another party comprising an ‘A’ Shareholder and any party. (f) any party comprising a ‘B’ Shareholder may transfer some or all of his share(s) or his interest therein to another party comprising an ‘B’ Shareholder and any party. (g) the Personal Representative of any party comprising either or an ‘A’ Shareholder or a ‘B’ Shareholder may vest/transfer the relevant amount of share(s) in/to a beneficiary of the estate of a deceased ‘A’ Shareholder or deceased ‘B’ Shareholder, as the case may be. In default of the Personal Representative of any deceased ‘A’ Shareholder or deceased ‘B’ Shareholder (as the ...
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RESTRICTIONS ON DEALING WITH SHARES. 14.1 Restrictions on disposals
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RESTRICTIONS ON DEALING WITH SHARES. 14.1 No Disposal of any Share or any legal or beneficial interest in a Share shall be permitted except a transfer of the entire legal and beneficial interest in the Share made with the consent in writing of all the Members.
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RESTRICTIONS ON DEALING WITH SHARES 
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Related to RESTRICTIONS ON DEALING WITH SHARES

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  • Restrictions on claims ‌ 11.1 Notification and mitigation (a) shall notify the other party of the relevant circumstances giving rise to that claim as soon as reasonably practicable after first becoming aware of those circumstances (and in any event within 365 days of first becoming so aware); and (b) subject to Clause 11.1(c), shall take all reasonable steps to prevent, mitigate and restrict the circumstances giving rise to that claim and any Relevant Losses connected with that claim; but (c) shall not be required to exercise any specific remedy available to it under this contract.

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