Common use of Transferred Shares Clause in Contracts

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 Investor that exercised participating Preferred Holder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 Preferred Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred 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 Investor Preferred Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(isubsection 4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Holder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder or Selling Preferred Holder (in the event of a Preferred Offer) for Transfer 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 Preferred Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred 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 Investor Preferred Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(iSection 4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Holder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder or Selling Preferred Holder (in the event of a Preferred Offer) for Transfer 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 Preferred Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred 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 Investor Preferred Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(iSection 4.4(b)(i) aboveof this Appendix. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above.

Transferred Shares. Each Investor that exercised its Co-Sale Right Rights Holder shall effect its participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, together with an executed instrument of transfer, transfer and one or more certificates which represent: (i) the number of Ordinary Shares (on an as-converted basis) which such Investor Co-Sale Rights Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Co-Sale Rights 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 Investor Co-Sale Rights Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(iSection 4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised its participating Co-Sale Right Holder shall effect its participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 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 Investor 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 Investor Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.4(b)(i) above. The Company agrees to make any such conversion effective concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above.

Transferred Shares. Each Investor that exercised Participating Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser one or more certificatesan executed instrument of transfer, properly endorsed for Transfer, together with an executed instrument of transfer, which represent: (i) the number of Ordinary Shares which such Investor Participating Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Participating Shareholder 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 Participating Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above, together with an instrument of transfer duly executed by such Participating Shareholder.

Transferred Shares. Each Investor that exercised its Co-Sale Right Participant shall effect its participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser an instrument of transfer and one or more certificates, properly endorsed for Transfer, together with an executed instrument of transfer, which representin both cases representing: (i) the series and number of Ordinary Shares securities of the Company which such Investor Co-Sale Participant elects to sell; (ii) that a number of Preferred Shares which is are at such time convertible into the number of Ordinary Shares that which such Investor Co-Sale Participant elects to sell; provided in such case thatprovided, however, that if the prospective purchaser objects to the delivery allotment of Preferred Shares in lieu of Ordinary Shares, such Investor Co-Sale Participant shall first convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(ithis Section 6.3(d) above. The and the Company agrees to shall make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaserpurchaser and contingent upon such Transfer; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser one or more certificates, properly endorsed for Transfertransfer, together with an executed instrument of the transfer, which represent: (i) the number of Ordinary Shares which such Investor Non-Selling Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Non-Selling Shareholder 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 Non-Selling Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised Participating Preferred Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser an executed instrument of transfer and 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 Preferred Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred Shareholder 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 Preferred Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Holder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 Preferred Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred 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 Investor Preferred Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Holder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder or Selling Preferred Holder (in the event of a Preferred Offer) for Transfer transfer to the prospective purchaser one or more certificates, properly property endorsed for Transfer, together with an executed instrument of transfer, which represent: (i) the number of Ordinary Shares which such Investor Preferred Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred 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 Investor Preferred Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(iSection 4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 Preferred Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred Shareholder 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 Preferred Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised its Co-Sale Right Holder shall effect its participation in the sale by promptly deliver delivering to the Founder Co-Sale Selling Shareholder for Transfer 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 Co-Sale Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Co-Sale 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 Investor Co-Sale Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Holder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, together with an executed instrument of transfer, which represent: (iA) the number of Ordinary Shares which such Investor Preferred Holder elects to sell; (iiB) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred 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 Investor Preferred Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.4(ii)(A) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iiiC) a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 Preferred Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred Shareholder 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 Preferred Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised participating Preferred Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 Preferred Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Preferred Shareholder 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 Preferred Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above; together with an instruments of transfer duly executed by such participating Preferred Shareholder.

Transferred Shares. Each Investor that exercised participating Special Preferred Shareholder shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer transfer to the prospective purchaser one or more certificates, properly endorsed for Transfer, together with an executed instrument of transfer, transfer and one or more certificates which represent: (i) the number of Ordinary Shares (on an as-converted basis) which such Investor Special Preferred Shareholder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Special Preferred Shareholder 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 Special Preferred Shareholder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.3(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised its Co-Sale Right Participant shall effect its participation in the sale by promptly deliver delivering 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 Co-Sale Participant elects to sell;; or (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Co-Sale Participant elects to sell; provided in such case thatprovided, however, that if the prospective third-party purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Investor Co-Sale Participant intending to sell Preferred Shares shall first convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i) abovethis Section 4.3(d). The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the abovepurchaser and contingent upon such Transfer.

Transferred Shares. Each participating Investor that exercised shall effect its Co-Sale Right shall participation in the sale by promptly deliver delivering to the Founder Selling Shareholder for Transfer 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 Company securities which such Investor elects to sell; (ii) Series A Preferred Shares, in the event that the participating Investor delivers that number of Series A 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 Series A Preferred Shares in lieu of Ordinary Shares, such Investor shall convert such Series A Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) or a combination of the above.

Transferred Shares. Each Investor that exercised Non-Selling Holder shall effect its Co-Sale Right shall participation in the sale by promptly causing the Company to 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 type and number of Ordinary Shares which such Investor Non-Selling Holder elects to sell;; or (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Non-Selling Holder elects to sell; provided in such case thatprovided, however, that if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Investor Non-Selling Holder shall procure the Company to convert such Preferred Shares into Ordinary Shares and shall procure the Company to deliver Ordinary Shares as provided in Subsection 4.5(b)(i4.4(b)(i) above. The Company agrees to make any such conversion concurrent with and contingent on the actual Transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.

Transferred Shares. Each Investor that exercised its Co-Sale Right Holder shall effect its participation in the sale by promptly deliver delivering to the Founder Co-Sale Selling Shareholder for Transfer 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 Co-Sale Holder elects to sell; (ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor Co-Sale 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 Investor Co-Sale Holder shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.5(b)(i3.3.(b)(i) above. The Company agrees to make any such conversion concurrent with the actual Transfer transfer of such Shares shares to the prospective purchaser; or (iii) a combination of the above.