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