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:
Transferred Shares. Each participating Preferred Holder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent:
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:
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 Participating Shareholder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser an executed instrument of transfer, properly endorsed for transfer, which represent:
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. 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. 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.
Transferred Shares. The Series A Co-Sale Participant shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent:
Transferred Shares. Each participating Non-Selling Shareholder shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent:
