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

Authority to Record Transfer/Delivery of Certificates. On the Tag-Along Sale Date, each Holder, if a participant in the applicable Tag-Along Sale, 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 such Holder's Covered Shares included in such Tag-Along Sale 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, each Holder, if a participant in the applicable Tag-Along Sale, shall also deliver all certificates, if any, issued by the Company which represent Covered Shares owned by such Holder included in such Tag-Along Sale, 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. In addition, each Holder, if a participant in the applicable Tag-Along Sale, shall take all action as GEI or the purchaser in the Tag-Along Sale shall request as necessary to vest in the purchaser in the Tag-Along Sale all Covered Shares owned by such Holder included in such Tag-Along Sale, whether in certificated or uncertificated form, free and clear of all liens, charges and encumbrances of any kind.

Authority to Record Transfer/Delivery of Certificates. On the Tag-Along Sale Date, each HolderStockholder, if a participant in the applicable Tag-Along Sale, (a) 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 such Holder's Covered Shares Stockholder’s Common Stock included in such Tag-Along Sale which are not represented by one or more certificates issued by the Companycertificates, from the Holder Stockholder to the purchaser in the Tag-Along Sale. On the Tag-Along Sale Date, each Holder, if a participant in the applicable Tag-Along Sale, and (b) shall also deliver all certificates, if any, issued by the Company which represent Covered Shares Common Stock owned by such Holder Stockholder included in such Tag-Along Sale, 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 Notice, in each case against delivery of the purchase price for such shares. In addition, each HolderStockholder, if a participant in the applicable Tag-Along Sale, shall take all action as GEI the Transferring Party or the purchaser in the Tag-Along Sale shall reasonably request as necessary to vest in the purchaser in the Tag-Along Sale all Covered Shares Common Stock owned by such Holder Stockholder included in such Tag-Tag Along Sale, whether in certificated or uncertificated form, free and clear of all liens, charges and encumbrances of any kind.

Authority to Record Transfer/Delivery of Certificates. On the Tag-Along Sale Date, each HolderStockholder, if a participant in the applicable Tag-Along Sale, (a) 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 such Holder's Covered Shares Stockholder’s Capital Stock included in such Tag-Along Sale which are not represented by one or more certificates issued by the Companycertificates, from the Holder Stockholder to the purchaser in the Tag-Along Sale. On the Tag-Along Sale Date, each Holder, if a participant in the applicable Tag-Along Sale, and (b) shall also deliver all certificates, if any, issued by the Company which represent Covered Shares Capital Stock owned by such Holder Stockholder included in such Tag-Along Sale, 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 Notice, in each case against delivery of the purchase price for such shares. In addition, each HolderStockholder, if a participant in the applicable Tag-Along Sale, shall take all action as GEI the Transferring Party or the purchaser in the Tag-Along Sale shall reasonably request as necessary to vest in the purchaser in the Tag-Along Sale all Covered Shares Capital Stock owned by such Holder Stockholder included in such Tag-Tag Along Sale, whether in certificated or uncertificated form, free and clear of all liens, charges and encumbrances of any kind.

Authority to Record Transfer/Delivery of Certificates. On the TagDrag-Along Sale Date, each Holder, if a participant in the applicable TagDrag-Along Sale, 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 such Holder's Covered Shares included in such TagDrag-Along Sale which are not represented by one or more certificates issued by the Company, from the such Holder to the purchaser in the TagDrag-Along Sale. On the TagDrag-Along Sale Date, each Holder, if a participant in the applicable TagDrag-Along Sale, shall also deliver all certificates, if any, issued by the Company which represent Covered Shares owned by such Holder included in such TagDrag-Along Sale, duly endorsed for transfer with signatures guaranteed, to the purchaser in the TagDrag-Along Sale, in the manner and at the address indicated in the TagDrag-Along Notice against delivery of the purchase price for such shares. In addition, each Holder, if a participant in the applicable TagDrag-Along Sale, shall take all action as GEI or the purchaser in the TagDrag-Along Sale shall request as necessary to vest in the purchaser in the TagDrag-Along Sale all Covered Shares owned by such Holder included in such TagDrag-Along Sale, whether in certificated or uncertificated form, free and clear of all liens, charges and encumbrances of any kind.