Authority to Record Transfer/Delivery of Certificates. On the Tag-Along Sale Date, the Holder, if a participant therein, authorizes the Company (or the Company’s transfer agent, if any) to record in the Company’s books and records the transfer of all of the Holder’s shares of Common Stock which are not represented by one or more certificates issued by the Company, from the Holder to the purchaser in the Tag-Along Sale. On the Tag-Along Sale Date, the Holder, if a participant therein, shall also deliver all certificates, if any, issued by the Company which represent shares of the Company’s Common Stock, duly endorsed for transfer with signatures guaranteed, to the purchaser in the Tag-Along Sale, in the manner and at the address indicated in the Tag-Along Notice against delivery of the purchase price for such 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 Tag-Along Sale Date, the Company shall deliver such certificate(s) to the purchaser at the time and in the manner described above.
Appears in 9 contracts
Samples: Management Shareholder Agreement (GateHouse Media, Inc.), Management Stockholder Agreement (GateHouse Media, Inc.), Management Stockholder Agreement (GateHouse Media, Inc.)
Authority to Record Transfer/Delivery of Certificates. On the Tag-Along Sale Date, the Holder, if a participant therein, authorizes the Company (or the Company’s 's transfer agent, if any) to record in the Company’s 's books and records the transfer of all of the Holder’s 's shares of Common Stock which are not represented by one or more certificates issued by the Company, from the Holder to the purchaser in the Tag-Along Sale. On the Tag-Along Sale Date, the Holder, if a participant therein, shall also deliver all certificates, if any, issued by the Company which represent shares of the Company’s 's Common Stock, duly endorsed for transfer with signatures guaranteed, to the purchaser in the Tag-Along Sale, in the manner and at the address indicated in the Tag-Along Notice against delivery of the purchase price for such 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 Tag-Along Sale Date, the Company shall deliver such certificate(s) to the purchaser at the time and in the manner described above.
Appears in 7 contracts
Samples: Management Subscription and Stockholders Agreement (Liberty Group Operating Inc), Management Stockholders Agreement (Liberty Group Publishing Inc), Management Subscription and Stockholders Agreement (Liberty Group Operating Inc)