Common use of Issue Tax Clause in Contracts

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 4 contracts

Samples: Convertible Preferred Stock Purchase Agreement, Registration Rights Agreement (Seachange International Inc), Registration Rights Agreement (Ets International Inc)

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Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock the Notes shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock Note the principal amount of which is being converted.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Reuters Group PLC)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series the Class A Convertible Preferred Common Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series Class A Convertible Preferred Common Stock which is being converted.

Appears in 3 contracts

Samples: Registration Rights Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A B Convertible Preferred Stock shall be made without charge to the holders thereof holder for any United States issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A B Convertible Preferred Stock which is being converted.

Appears in 2 contracts

Samples: Escrow Agreement (Professional Transportation Group LTD Inc), Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Metastorm Inc), New Era of Networks Inc

Issue Tax. The issuance of certificates for shares of Class A Common Stock upon conversion of Series A the Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 2 contracts

Samples: Registration Rights Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible the Preferred Stock shall be made without charge to the holders thereof of such Preferred Stock for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 2 contracts

Samples: Registration Rights Agreement (Anderson Jack R), Registration Rights Agreement (Safeguard Health Enterprises Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of the Series A Convertible Preferred Stock shall will be made without charge to the holders thereof for any issuance tax tax, stamp tax, transfer tax, duty or charge in respect thereof, provided that the Corporation shall Company will not be required to pay any tax tax, duty or charge which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 2 contracts

Samples: Share Purchase Agreement (Westinghouse Air Brake Technologies Corp), Tender Offer Agreement (Westinghouse Air Brake Technologies Corp)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Converting Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Converting Preferred Stock which is being converted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall will be made without charge to the holders thereof for any such issuance tax in respect thereof, provided that the Corporation shall Company will not be required to pay any tax which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the such Series A Convertible Preferred Stock which that is being converted.

Appears in 1 contract

Samples: Series J Preferred Stock Purchase Agreement (Emed Technologies Corp)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, ; provided that the Corporation shall not be required to pay any tax which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which that is being converted.

Appears in 1 contract

Samples: Debt Exchange Agreement (Escalon Medical Corp)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A the Convertible Preferred Stock Debentures shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock Debenture the principal amount of which is being converted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Quorum Health Group Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible shares of Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Series a Stock Purchase Agreement (Neon Systems Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Investment Agreement (Bluefly Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A H Convertible Preferred Stock shall be made without charge to the holders thereof holder for any United States issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A H Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible C Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible C Preferred Stock which that is being converted.

Appears in 1 contract

Samples: Agreement Agreement (GSV Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Class B Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereoftax; PROVIDED, provided HOWEVER, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that the name of the holder of the Series A Convertible Class B Preferred Stock which is being convertedconverted to Common Stock.

Appears in 1 contract

Samples: Employment Agreement (Medical Industries of America Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required requited to pay any an tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A D Convertible Preferred Stock shall be made without charge to the holders thereof holder for any United States issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A D Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)

Issue Tax. The issuance of certificates for shares of Class A Common Stock upon conversion of shares of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Exhibit A A-15 holder of the shares of Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Satellink Communications Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of shares of Series A Convertible F Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the shares of Series A Convertible F Preferred Stock which is being converted.

Appears in 1 contract

Samples: Securities Conversion Agreement (Safeguard Scientifics Inc Et Al)

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Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible shares of Preferred Stock shall be made without charge to the holders thereof for any issuance issuance, documentary, stamp or other transactional tax in respect thereof, provided that the Corporation shall not be required to pay any such tax which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible shares of Preferred Stock which is being converted.

Appears in 1 contract

Samples: Stockholders Agreement (Cactus Ventures, Inc.)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A G Convertible Preferred Stock shall be made without charge to the holders thereof holder for any United States issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A G Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A B Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A B Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Sedona Corp)

Issue Tax. The issuance of certificates for shares of Class A Common Stock upon conversion of the Series A Convertible B Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in n the issuance and delivery deliver of any certificate in a name other than that of the holder of the Series A Convertible B Preferred Stock which is being converted.

Appears in 1 contract

Samples: Registration Rights Agreement (United Surgical Partners International Inc)

Issue Tax. The issuance of certificates for shares of Common Stock Shares upon conversion of Series A Convertible B Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder (or its affiliate) of the Series A Convertible B Preferred Stock which is being convertedStock.

Appears in 1 contract

Samples: Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc)

Issue Tax. The issuance of certificates for shares of Common Stock Shares upon conversion of Series A Convertible C Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder (or its affiliate) of the Series A Convertible C Preferred Stock which is being convertedStock.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medical Technology Systems Inc /De/)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series the Class A Convertible Preferred Common Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in n the issuance and delivery deliver of any certificate in a name other than that of the holder of the Series Class A Convertible Preferred Common Stock which is being converted.

Appears in 1 contract

Samples: Registration Rights Agreement (United Surgical Partners International Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of to any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A Convertible Preferred Stock or exchange of the Warrant shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.be

Appears in 1 contract

Samples: Securities Purchase Agreement (Interliant Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A the Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible Preferred Stock which is being converted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aurora Electronics Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of the Series A Convertible B Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series A Convertible B Preferred Stock which is being converted.

Appears in 1 contract

Samples: Employment Agreement (Jacobs Jay Inc)

Issue Tax. The issuance of certificates for shares of Common Stock --------- upon conversion of the Series A Convertible B Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any income or similar taxes of a holder arising in connection with a conversion or any tax which that may be payable in respect of any transfer involved in the issuance and delivery of any certificate certificates in a name other than that of the holder of the Series A Convertible B Preferred Stock which is being converted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ixl Enterprises Inc)

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