Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 4 contracts
Samples: Merger Agreement (Maytag Corp), Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/)
Certificate Holder. If any portion of the Merger Consideration is to be paid to or registered in the name of a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the payment or registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such payment or registration in the name of a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not payable.
Appears in 3 contracts
Samples: Merger Agreement (Liberty Interactive Corp), Merger Agreement (HSN, Inc.), Merger Agreement (Lions Gate Entertainment Corp /Cn/)
Certificate Holder. If any portion of the Merger Consideration (or any other payment provided for in this Article II) is to be paid to or registered in the name of a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the payment or registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration (or other payment) shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such payment or registration in the name of a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 3 contracts
Samples: Merger Agreement (Gci Liberty, Inc.), Merger Agreement (Expedia Group, Inc.), Merger Agreement (Liberty Expedia Holdings, Inc.)
Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of paid to a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration payment thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery payment of the Merger Consideration shall pay to the Exchange Paying Agent any transfer or other similar Taxes required as a result of such registration in the name of payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Paying Agent that such Tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement (Pw Eagle Inc), Merger Agreement (Pw Eagle Inc)
Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Stock Certificate is registered, it shall be a condition to the registration thereof that the surrendered Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes taxes required as a result of such registration in the name of a person other than the registered holder of such Stock Certificate or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement (Us Energy Corp), Merger Agreement (Crested Corp)
Certificate Holder. If any portion of the Merger Consideration is to be paid to or registered in the name of a person other than the person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the payment or registration thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such payment or registration in the name of a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Marvel Entertainment, Inc.)
Certificate Holder. If payment of any portion of the Merger Consideration is to be registered in the name of a person made to any Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration payment thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration payment shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration payment in the name of a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement (Finish Line Inc /In/), Merger Agreement
Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of paid to a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration payment thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 1 contract
Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of paid to a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration payment thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 1 contract
Samples: Merger Agreement (CommerceHub, Inc.)
Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of paid to a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration payment thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration shall pay to the Exchange Paying Agent any transfer or other similar Taxes required as a result of such registration in the name of payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Paying Agent that such Tax has been paid or is not payable.
Appears in 1 contract
Certificate Holder. If any portion of the Merger Consideration is to be registered in the name of paid to a person Person other than the person Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration payment thereof that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery payment of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Appears in 1 contract
