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.
Appears in 6 contracts
Samples: Preferred Share Purchase Agreement (ECMOHO LTD), Investors Rights Agreement (ECMOHO LTD), Share Subscription Agreement (ECMOHO LTD)
Transferred Shares. Each participating Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Proposed ROFR Seller Selling Shareholder for transfer to the Proposed ROFR Purchaser prospective 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 prospective purchaser objects to the allotment delivery of Preferred Shares in lieu of Ordinary Shares, such Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and allot deliver Ordinary Shares as provided in Subsection 8.3(b)(i4.3(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.
Appears in 3 contracts
Samples: Shareholder Agreements, Shareholder Agreement (Niu Technologies), Shareholder Agreement (Niu Technologies)
Transferred Shares. Each participating ROFR and Co-Sale Right Holder shall effect its participation in the sale Transfer by promptly delivering to the Proposed ROFR Seller Selling Shareholder for transfer Transfer to the Proposed ROFR Purchaser an executed instrument of transfer and prospective purchaser one or more certificates certificates, properly endorsed for transfer, which represent:
(i) the number of Ordinary Shares (on an as-converted basis) Company securities which such ROFR and Co-Sale Right Holder elects to sell;
(ii) that number of Preferred Shares Shares, which is at such time convertible into the number of Ordinary Shares that such ROFR and Co-Sale Right Holder elects to sellsell (calculated on an as-converted basis); provided in such case that, if the Proposed ROFR Purchaser prospective purchaser objects to the allotment Transfer of Preferred Shares in lieu of Ordinary Shares, such ROFR and Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and allot deliver certificates for Ordinary Shares as provided in Subsection 8.3(b)(i4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer Transfer of such shares to the purchaser; or
(iii) a combination of the above.
Appears in 2 contracts
Samples: Shareholders Agreement (Ambrx Biopharma Inc.), Shareholders Agreement (Ambrx Biopharma Inc.)
Transferred Shares. Each participating ROFR and Co-Sale Right Rights Holder shall effect its participation in the sale by promptly delivering to the Proposed ROFR Seller Selling Shareholder for transfer to the Proposed ROFR Purchaser an executed instrument of transfer and prospective purchaser one or more certificates certificates, properly endorsed for transfer, which represent:
(i) the number of Ordinary Shares (on an as-converted basis) Share Equivalents which such ROFR and Co-Sale Right 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 ROFR and Co-Sale Right Rights Holder elects to sell; provided in such case that, if the Proposed ROFR Purchaser prospective purchaser objects to the allotment delivery of Preferred Shares in lieu of Ordinary Shares, such ROFR and Co-Sale Right Rights Holder shall convert such Preferred Shares into Ordinary Shares and allot deliver Ordinary Shares as provided in Subsection 8.3(b)(i4.5(b)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser; or
(iii) or a combination of the above.
Appears in 1 contract
Samples: Shareholder Agreement (17 Education & Technology Group Inc.)
Transferred Shares. Each participating ROFR and Co-Sale Right Holder shall effect its participation in the sale by promptly delivering to the Proposed ROFR Seller Selling Shareholder for transfer to the Proposed ROFR Purchaser an executed instrument of transfer and prospective purchaser one or more certificates certificates, properly endorsed for transfer, which represent:
(i) the number of Ordinary Shares (on an as-converted basis) Company securities which such ROFR and Co-Sale Right Holder elects to sell;
(ii) that number of Preferred Shares Shares, which is at such time convertible into the number of Ordinary Shares that such ROFR and Co-Sale Right Holder elects to sellsell (calculated on an as-converted basis); provided in such case that, if the Proposed ROFR Purchaser prospective purchaser objects to the allotment transfer of Preferred Shares in lieu of Ordinary Shares, such ROFR and Co-Sale Right Holder shall convert such Preferred Shares into Ordinary Shares and allot deliver certificates for Ordinary Shares as provided in Subsection 8.3(b)(i6.4(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.
Appears in 1 contract
Samples: Shareholder Agreement (I-Mab)