Common use of Transfer to Third Party Purchaser Clause in Contracts

Transfer to Third Party Purchaser. Subject to the provisions of Clause 7.1 to 7.6, if none of the Preference Shareholders accept the offer referred to above in respect of all the Transfer Shares set out in the Transfer Notice or if not all of the Transfer Shares are agreed to be taken up within thirty (30) days after the Transfer Notice is served, the Transferor may after the Period be at liberty to sell all (and not part only) of the Transfer Shares to the Third Party Purchaser set out in the Transfer Notice; provided, that:- 7.7.1 if any of the Preference Shareholders chooses to exercise its rights under Clause 7.6 above, there shall be no transfer of the Transfer Shares by the Transferor unless such Third Party Purchaser has agreed to purchase the Preference Shareholder’s Shares in accordance with the said Clause 7.6 and the Transfer Shares and the aforesaid Preference Shareholder’s Shares are transferred to the Third Party Purchaser at the same time; 7.7.2 the Transferor has received the prior written consent of the Board in relation to the Transfer, such consent not to be unreasonably withheld if (i) the provisions in this Clause 7 are complied with and (ii) the Third Party Purchaser is not a competitor or any past or existing customer or supplier of any of the Group Companies, is financially sound and is capable of performing and complying with the provisions of this Agreement applicable to the Transferor; 7.7.3 the price at which such Third Party Purchaser acquires the Transfer Shares shall not be below the Transfer Price and shall be on terms no more favourable than those specified in the Transfer Notice; 7.7.4 such Third Party Purchaser is not a competitor of the WXPT Group and will not cause any conflict of interest as a result of its shareholding in the Company; and 7.7.5 the Transferor shall remain and continue to be liable and be responsible for the discharge, observance and performance of all his liabilities and obligations, whether actual or contingent, arising out of or in connection with this Agreement at any time up to and including the date of the transfer of the Transfer Shares and shall remain entitled to all accrued rights and benefits arising out of or in connection with the Transfer Shares.

Transfer to Third Party Purchaser. Subject to the provisions of Clause 7.1 Sections 8.1 to 7.68.6, if none of the Preference Shareholders Investors accept the offer referred to above in respect of all the Transfer Shares set out in the Transfer Notice or if not all of the Transfer Shares are agreed to be taken up within thirty (30) days after the Transfer Notice is served, the Transferor may may, after the Period above thirty (30) day period and within three (3) months of the date of the Transfer Notice, be at liberty to sell all (and not part only) of the Transfer Shares not agreed to be taken up by the Investors to the Third Party Purchaser set out in the Transfer Notice; provided, that:-that: 7.7.1 (a) if any of the Preference Shareholders Investors chooses to exercise its rights under Clause 7.6 Section 8.6 above, there shall be no transfer of the Transfer Shares by the Transferor unless such Third Party Purchaser has agreed to purchase the Preference ShareholderInvestor’s Shares in accordance with the said Clause 7.6 Section 8.6 and the Transfer Shares and the aforesaid Preference ShareholderInvestor’s Shares are transferred to the Third Party Purchaser at the same time; 7.7.2 (b) the Transferor has received the prior written consent of the Board in relation to the Transfer, such consent not to be unreasonably withheld if (i) the provisions in this Clause 7 Article VII are complied with and (ii) the Third Party Purchaser is not a competitor or any past or existing customer or supplier of any of the Group Companies, is financially sound and is capable of performing and complying with the provisions of this Agreement applicable to the Transferor; 7.7.3 (c) the price at which such Third Party Purchaser acquires the Transfer Shares shall not be below the Transfer Price and shall be on terms no more favourable favorable than those specified in the Transfer Notice; 7.7.4 (d) such Third Party Purchaser is not a competitor of the WXPT Group and will not cause any conflict of interest as a result of its shareholding in the Company; and 7.7.5 (e) the Transferor shall remain and continue to be liable and be responsible for the discharge, observance and performance of all his liabilities and obligations, whether actual or contingent, arising out of or in connection with this Agreement at any time up to and including the date of the transfer of the Transfer Shares and shall remain entitled to all accrued rights and benefits arising out of or in connection with the Transfer Shares.