No Conversion Tax or Charge. The issuance or delivery of certificates for Ordinary Shares upon the conversion of Preference Shares shall be made without charge to the converting holder of Preference Shares for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities evidenced thereby, and such certificates shall be issued or delivered in the respective names of, or (subject to compliance with the applicable provisions of applicable securities Laws) in such names as may be directed by, the holders of the Preference Shares converted; provided, however, that the 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 such certificate in a name other than that of the holder of the Preference Shares converted, and the Company shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.
Appears in 3 contracts
Samples: Subscription Agreement (Michael Kors Holdings LTD), Shareholders Agreement (Michael Kors Holdings LTD), Restructuring Agreement (Michael Kors Holdings LTD)
No Conversion Tax or Charge. The issuance or delivery of certificates for Ordinary Shares Common Stock upon the conversion of Preference Shares shares of Series F Preferred Stock shall be made without charge to the converting holder of Preference Shares shares of Series F Preferred Stock for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities evidenced represented thereby, and such certificates shall be issued or delivered in the respective names of, or (subject to compliance with the applicable provisions of applicable federal and state securities Lawslaws) in such names as may be directed by, the holders of the Preference Shares shares of Series F Preferred Stock converted; provided, however, that the Company 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 such certificate in a name other than that of the holder of the Preference Shares shares of Series F Preferred Stock converted, and the Company Corporation shall not be required to issue or deliver such certificate unless or until the person Person or persons Persons requesting the issuance or delivery thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Company Corporation that such tax has been paid.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tickets Com Inc), Stockholder Agreement (Tickets Com Inc)
No Conversion Tax or Charge. The issuance or delivery of certificates for Ordinary Shares Common Stock upon the conversion of Preference Shares shares of Series D Preferred Stock shall be made without charge to the converting holder of Preference Shares shares of Series D Preferred Stock for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities evidenced represented thereby, and such certificates shall be issued or delivered in the respective names of, of or (subject to compliance with the applicable provisions of applicable federal and state securities Lawslaws) in such names as may be directed by, the holders of the Preference Shares shares of Series D Preferred Stock converted; provided, however, that the Company 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 such certificate in a name other than that of the holder of the Preference Shares shares of Series D Preferred Stock converted, and the Company Corporation shall not be required to issue or deliver such certificate unless or until the person Person or persons Persons requesting the issuance or delivery thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Company Corporation that such tax has been paid.
Appears in 2 contracts
Samples: Shareholder Agreement (General Atlantic LLC), Merger Agreement (Critical Path Inc)
No Conversion Tax or Charge. The issuance or delivery of certificates for Ordinary Shares Common Stock upon the conversion of Preference Shares amounts under the Note shall be made without charge to the converting holder of Preference Shares Holder for such certificates or for any documentary stamp, or similar issue or transfer tax in respect of the issuance or delivery of such certificates or the securities evidenced represented thereby, and such certificates shall be issued or delivered in the respective names name of, or (subject to compliance with the applicable provisions of applicable federal and state securities Lawslaws) in such names as may be directed by, the holders of the Preference Shares convertedHolder; provided, however, that the Company Obligor 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 such certificate in a name other than that of the holder of the Preference Shares convertedHolder, and the Company Obligor shall not be required to issue or deliver such certificate unless or until the person Person or persons Persons requesting the issuance or delivery thereof shall have paid to the Company Obligor the amount of such tax or shall have established to the that reasonable satisfaction of the Company Obligor that such tax has been paid.
Appears in 1 contract
Samples: Convertible Subordinated Note (Infogrames Entertainment Sa)