Common use of Certain Transfers of Ownership Clause in Contracts

Certain Transfers of Ownership. In the event of a transfer of ownership of Telaria Common Stock that is not registered in the transfer records of Telaria, payment of the appropriate amount of Merger Consideration (and any dividends or other distributions with respect to Rubicon Project Common Stock as contemplated by Section 3.2(d)) may be made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Exchange Agent) or such Book-Entry Share shall be properly transferred and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Rubicon Project that such Tax has been paid or is not applicable.

Certain Transfers of Ownership. In the event of a transfer of ownership of Telaria Raytheon Common Stock that is not registered in the transfer records of TelariaRaytheon, payment of the appropriate amount of Merger Consideration (and any dividends or other distributions with respect to Rubicon Project UTC Common Stock as contemplated by Section 3.2(d)) may be made to a Person person other than the Person person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Exchange Agent) or such Book-Entry Share shall be properly transferred and the Person person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Rubicon Project UTC that such Tax has been paid or is not applicable.