Common use of Charges and Taxes Clause in Contracts

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Forward Purchase Contracts and in payment of any Deferred Contract Adjustment Payments; provided, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing Equity Units or Stripped Equity Units or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Equity Units and Stripped Equity Units evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or book-entry interest in Common Stock or Certificates unless and until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 4 contracts

Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc)

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Charges and Taxes. The Company will pay pay, or cause one of its subsidiaries to pay, all stock transfer transfer, stamp and similar taxes or duties attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Forward Purchase Contracts and in payment of any Deferred Contract Adjustment Payments; provided, provided that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing Equity Units or Stripped Equity Units a Unit or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Equity Units and Stripped Equity Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such Certificate or share certificates or book-entry interest in of Common Stock or Certificates unless and until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Lazard LTD), Purchase Contract Agreement (Lazard Group Finance LLC)

Charges and Taxes. The Company will shall pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock Shares pursuant to the Forward Purchase Contracts and in payment of any Deferred Contract Adjustment PaymentsContracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing Equity Units or Stripped Equity Units a Purchase Contract or any issuance of a share of Common Stock Share in a name other than that of the registered Holder of a Unit Certificate surrendered in respect of the Equity Units and Stripped Equity Units Purchase Contracts evidenced thereby or a registered Holder of a Purchase Contract Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or book-entry interest in Certificates or Common Stock Shares unless or Certificates unless and until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or is not due.

Appears in 2 contracts

Samples: Purchase Contract and Unit Agreement (Nortel Networks Corp), Purchase Contract and Unit Agreement (Nortel Networks Corp)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Forward Purchase Contracts and in payment of any Deferred Contract Adjustment Payments; provided, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing an Equity Units Security Unit or Stripped Equity Units Security Unit, as the case may be, or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Equity Security Units and Stripped Equity Security Units evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or book-entry interest in Common Stock or Certificates unless and until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or that no such tax is due.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)

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Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock (or, in the circumstances described in Section 5.08, shares of Series A Preferred Stock) pursuant to the Forward Purchase Contracts and in payment of any Deferred Contract Adjustment PaymentsContracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing Equity Units or Stripped Equity Units a Unit or any issuance of a share of Common Stock (or, in the circumstances described in Section 5.08, a share of Series A Preferred Stock) in a name other than that of the registered Holder of a Certificate surrendered in respect of the Equity Units and Stripped Equity Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or book-entry interest in Common Stock or Certificates unless and or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ambac Financial Group Inc)

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