Common use of Transferred Shares Clause in Contracts

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. 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 AgreementsAgreement.

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 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 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 AgreementsRight Agreement.

Transferred Shares. A Each Co-Sale Holder Participant shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) a duly executed instrument of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent: (ai) the series and number of securities of the Class A Ordinary Shares Company which such Co-Sale Holder Participant elects to sell; (bii) Senior Preferred Shares, in the event that the Co-Sale Holder delivers certificates for that number of Senior Common Shares, or that number of Preferred Shares which is are at such time convertible into the number of Class A Ordinary Shares that the Common Shares, which such Co-Sale Holder Participant elects to sell (on an as-converted basis)sell; provided in such case thatprovided, however, that if the prospective third-party purchaser objects to the Transfer delivery of the Senior Preferred Shares in lieu of the Class A Ordinary Common Shares, the such Co-Sale Holder Participant shall first convert such Senior Preferred Shares into Class A Ordinary Common Shares and deliver certificates for Class A Ordinary transfer the Common Shares as provided in this Section 5.04(ii)(a) above4.3(h). The Company agrees to make any such conversion concurrent concurrently with the actual Transfer transfer of such shares to the prospective purchaserpurchaser and contingent upon such Transfer; or (ciii) a combination of the above. (iv) Payment. provided however, if The share certificate or certificates that the Co-Sale Participant delivers to such Selling Shareholder proposes pursuant to Transfer any ADSs Section 4.3(h) shall be returned to the prospective purchaser, or if Company for cancellation in consummation of the prospective purchaser objects sale of the Offered Shares pursuant to the terms and conditions specified in the Transfer of the Class A Ordinary Shares and/or Senior Preferred Shares in lieu of the ADSsNotice, upon written request of and such Selling Shareholder shall concurrently therewith remit to such Co-Sale HolderParticipant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit(s) such assignment or otherwise refuse(s) to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Selling Shareholder shall not sell to such prospective purchaser or purchasers any Restricted Shares unless and until, simultaneously with such sale, such Selling Shareholder shall purchase such shares or other securities from such Co-Sale Participant for the same consideration and on the same terms and conditions as the proposed Transfer described in the Transfer Notice. The Company shall, upon receiving the relevant instruments of transfer duly executed by the Co-Sale Participant and the Principal Parties shall cause surrendering by the Co-Sale Participant or the Selling Shareholder of the certificates for the Preferred Shares or Common Shares being transferred as provided above, make proper entries in the register of members of the Company toand cancel the surrendered certificates and issue any new certificates in the name of the prospective purchaser or the Selling Shareholder, use its best efforts as the case may be, as necessary to convert such Class A Ordinary Shares and/or Senior Preferred Shares into ADSs pursuant to consummate the Registration Rights Agreementstransactions in connection with the exercise by the Co-Sale Participant of their co-sale rights under this Section 4.3.