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

Sources: Series a Convertible Preferred Stock Purchase Agreement, Series a Convertible Preferred Stock Purchase Agreement (Seachange International Inc), Purchase Agreement (Ets International Inc)

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

Sources: Securities Purchase Agreement (United Surgical Partners International Inc), Securities Purchase 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 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

Sources: 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 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

Sources: 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 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

Sources: Debenture and Note Purchase Agreement (Safeguard Health Enterprises Inc), Debenture and Note Purchase Agreement (Anderson Jack R)

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

Sources: Securities Purchase 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 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

Sources: Stock Purchase Agreement (Metastorm Inc), Registration Rights Agreement (New Era of Networks 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

Sources: Convertible Preferred Stock and Warrants Purchase 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 1 contract

Sources: Investment Agreement (Bluefly Inc)

Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series A C 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 C Convertible Preferred Stock which is being converted.

Appears in 1 contract

Sources: 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 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

Sources: 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

Sources: Debt Exchange Agreement (Escalon Medical Corp)

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

Sources: Series a Preferred Stock Purchase Agreement and Second Amendment to Stockholders 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

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

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

Sources: Series a 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 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

Sources: 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

Sources: Securities Purchase Agreement (United Surgical Partners International Inc)

Issue Tax. The issuance of certificates for representing shares of Common Stock upon the conversion of Series A C Convertible Preferred Stock shall be made without charge to the holders thereof for any issuance issuance, stock transfer or documentary stamp 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 the name other than that of the record holder of the Series A C Convertible Preferred Stock which that is being converted.

Appears in 1 contract

Sources: Stock Purchase Agreement (Crown Northcorp 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

Sources: Purchase Agreement (GSV 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

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

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

Sources: Stockholders Agreement (Quorum Health Group 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

Sources: Stock Purchase Agreement (Ixl Enterprises 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

Sources: 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 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

Sources: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization 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

Sources: Series C Convertible Preferred Stock Purchase Agreement (Soligen Technologies 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

Sources: 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

Sources: Preferred Stock Purchase Agreement (Jacobs Jay 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

Sources: 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 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

Sources: Unit Purchase Agreement (Cactus Ventures, 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

Sources: Securities Purchase Agreement (Interliant 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

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