Transferred Shares. Each Investor that exercised its Co-Sale Right shall promptly deliver to the Founder Selling Shareholder for Transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, together with an executed instrument of transfer, which represent:
(i) the number of Ordinary Shares which such Investor elects to sell;
(ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor elects to sell; provided in such case that, if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Investor shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer of such Shares to the prospective purchaser; or
(iii) a combination of the above.
Transferred Shares. Each participating Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Proposed ROFR Seller for transfer to the Proposed ROFR Purchaser an executed instrument of transfer and one or more certificates which represent:
(i) the number of Ordinary Shares (on an as-converted basis) which such Co-Sale Right Holder elects to sell;
(ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Co-Sale Right Holder elects to sell; provided in such case that, if the Proposed ROFR Purchaser objects to the allotment of Preferred Shares in lieu of Ordinary Shares, such Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and allot Ordinary Shares as provided in Subsection 8.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser; or
(iii) a combination of the above.
Transferred Shares. A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:
(a) the number of the Class A Ordinary Shares which such Co-Sale Holder elects to sell;
(b) Senior Preferred Shares, in the event that the Co-Sale Holder delivers certificates for that number of Senior Preferred Shares which is at such time convertible into the number of Class A Ordinary Shares that the Co-Sale Holder elects to sell (on an as-converted basis); provided in such case that, if the prospective purchaser objects to the Transfer of the Senior Preferred Shares in lieu of the Class A Ordinary Shares, the Co-Sale Holder shall convert such Senior Preferred Shares into Class A Ordinary Shares and deliver certificates for Class A Ordinary Shares as provided in Section 5.04(ii)(a) above. The Company agrees to make any such conversion concurrent with the actual Transfer of such shares to the prospective purchaser; or
(c) a combination of the above. provided however, if the Selling Shareholder proposes to Transfer any ADSs to the prospective purchaser, or if the prospective purchaser objects to the Transfer of the Class A Ordinary Shares and/or Senior Preferred Shares in lieu of the ADSs, upon written request of such Co-Sale Holder, the Company shall, and the Principal Parties shall cause the Company to, use its best efforts to convert such Class A Ordinary Shares and/or Senior Preferred Shares into ADSs pursuant to the Registration Rights Agreements.
Transferred Shares. Each Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more executed instruments of transfer and one or more certificates, properly endorsed for transfer, which represent: (A) the number of Ordinary Shares which such Co-Sale Right Holder elects to sell; (B) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Co-Sale Right Holder elects to sell; provided in such case that, if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in the preceding subsection 4.4(b)(i)(A). The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser; or (C) a combination of the above.
Transferred Shares. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other similar Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable.
Transferred Shares. Each Participation Rights Holder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser the following transfer documents (collectively, the “Transfer Documents”): the relevant instrument of transfer (duly signed by the Participation Rights Holder) together with the relevant certificates which represent:
(i) the number of Ordinary Shares which such Rights Holder elects to sell;
(ii) that number of Series A Shares which is at such time convertible into the number of Ordinary Shares that such Rights Holder elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Series A Shares, in lieu of Ordinary Shares, such Rights Holder shall convert such Series A Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.4(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser; or
(iii) a combination of the above.
Transferred Shares. Notwithstanding anything in this Agreement to the contrary, any Common Shares Transferred for consideration at a time and in a manner not prohibited by this Agreement will be Transferred free and clear of any proxy granted pursuant to this Article II (and any such proxy will be of no further force and effect), excluding, for the avoidance of doubt, any Transfer at any time of the type described in Section 1.3 (so long as it will be a condition to any such Transfer that the transferee or donee agrees to be bound by the terms of this Agreement to the same extent as if such person were a party hereto).
Transferred Shares. In the event that a transfer of ownership of shares of Qumu Common Stock is not registered in the stock transfer books or ledger of Qumu, or if shares of Synacor Common Stock are to be issued in a name other than that in which the Certificates or Book-Entry Shares, as applicable, surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates or Book-Entry Shares, as applicable, so surrendered are properly endorsed and otherwise in proper form for surrender and transfer and the Person requesting such payment has paid to Synacor (or any agent designated by Synacor) any transfer or other Taxes required by reason of the issuance of shares of Synacor Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Synacor (or any agent designated by Synacor) that such transfer or other Taxes have been paid or are otherwise not payable.
Transferred Shares. Each Co-Sale Participant shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser a duly executed instrument of transfer and one or more certificates, which represent:
(i) the series and number of securities of the Company which such Co-Sale Participant elects to sell;
(ii) that number of Common Shares, or that number of Preferred Shares which are at such time convertible into the number of Common Shares, which such Co-Sale Participant elects to sell; provided, however, that if the prospective third-party purchaser objects to the delivery of Preferred Shares in lieu of Common Shares, such Co-Sale Participant shall first convert such Preferred Shares into Common Shares and transfer the Common Shares as provided in this Section 4.3(h). The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent upon such Transfer; or
(iii) a combination of the above.
Transferred Shares. As of the date hereof, JPI is the Beneficial Owner of 46,464,240 shares of GFI Common Stock (such shares of GFI Common Stock, the "Transferred Shares"), JPI has good and valid title to the Transferred Shares, and the Transferred Shares are free and clear of all Liens of any kind. Except for the Transferred Shares, JPI does not, directly or indirectly, Beneficially Own any Securities or Equity Rights of GFI or any of its Subsidiaries. Immediately prior to and at the Effective Time, New JPI will be the record and Beneficial Owner of all of the Transferred Shares, New JPI will have good and valid title to the Transferred Shares and the Transferred Shares will be free and clear of all Liens of any kind.
