Common use of Authority to Record Transfer/Delivery of Certificates Clause in Contracts

Authority to Record Transfer/Delivery of Certificates. The Company (or the Company’s transfer agent, if any) shall record in the Company’s books and records the transfer of the Sale Percentage of the Holder’s shares of Common Stock which is not represented by one or more certificates issued by the Company, from the Holder to the Third Party, on the Drag-Along Sale Date. If any part of the Sale Percentage of the Holder’s shares of Common Stock is represented by one or more certificates issued by the Company, the Holder shall deliver such certificate or certificates for such shares, duly endorsed for transfer with signatures guaranteed, to such Third Party on the Drag-Along Sale Date in the manner and at the address indicated in the Drag-Along Notice against delivery of the purchase price for the shares; provided, however, that in the event the Company has possession of any such certificate(s) pursuant to this Agreement, upon the written request of the Holder at least five (5) business days in advance of the Drag-Along Sale Date, the Company shall deliver such certificate(s) to the purchaser at the time and in the manner described above.

Authority to Record Transfer/Delivery of Certificates. The Company (or the Company’s 's transfer agent, if any) shall record in the Company’s 's books and records the transfer of the Sale Percentage of the Holder’s 's shares of Common Stock which is not represented by one or more certificates issued by the Company, from the Holder to the Third Party, on the Drag-Along Sale Date. If any part of the Sale Percentage of the Holder’s 's shares of Common Stock is represented by one or more certificates issued by the Company, the Holder shall deliver such certificate or certificates for such shares, duly endorsed for transfer with signatures guaranteed, to such Third Party on the Drag-Along Sale Date in the manner and at the address indicated in the Drag-Along Notice against delivery of the purchase price for the shares; provided, however, that in the event the Company has possession of any such certificate(s) pursuant to this Agreement, upon the written request of the Holder at least five (5) business days in advance of the Drag-Along Sale Date, the Company shall deliver such certificate(s) to the purchaser at the time and in the manner described above.