Certain Transfers of Ownership. In the event of a transfer of ownership of Raytheon Common Stock that is not registered in the transfer records of Raytheon, payment of the appropriate amount of Merger Consideration (and any dividends or other distributions with respect to UTC Common Stock as contemplated by Section 3.2(d)) may be made to a person other than the person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Exchange Agent) or such Book-Entry Share shall be properly transferred and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of UTC that such Tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Raytheon Co/), Agreement and Plan of Merger (United Technologies Corp /De/)
Certain Transfers of Ownership. In the event of a transfer of ownership of Raytheon Telaria Common Stock that is not registered in the transfer records of RaytheonTelaria, payment of the appropriate amount of Merger Consideration (and any dividends or other distributions with respect to UTC Rubicon Project Common Stock as contemplated by Section 3.2(d)) may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Exchange Agent) or such Book-Entry Share shall be properly transferred and the person Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of UTC Rubicon Project that such Tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telaria, Inc.), Agreement and Plan of Merger (Rubicon Project, Inc.)
