Payment to Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate shall be surrendered and shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation and the Exchange Agent that such tax either has been paid or is not payable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Coley Pharmaceutical Group, Inc.), Agreement and Plan of Merger (Coley Pharmaceutical Group, Inc.)
Payment to Registered Holders. If any portion of the Merger Consideration is to be paid to a Person person other than the Person person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate shall be surrendered and shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument surrendered or shall have established to the satisfaction of the Surviving Corporation and the Exchange Agent that such tax either has been paid or is not payable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Opta Food Ingredients Inc /De), Agreement and Plan of Merger (Opta Food Ingredients Inc /De), Agreement and Plan of Merger (Stake Technology LTD)
Payment to Registered Holders. If any portion of the applicable Merger Consideration is to be paid to a Person other than the Person in whose name a the Certificate surrendered in exchange therefor is registered, it shall will be a condition to such payment that such (i) the Certificate shall be so surrendered and shall be properly endorsed or shall be and otherwise in proper form for transfer and that (ii) the Person requesting such payment shall exchange have paid any transfer and or other taxes Taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation and the Exchange Agent Parent that such tax either Tax has been paid or is not payableapplicable.
Appears in 1 contract
Payment to Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a the Certificate surrendered in exchange therefor is registered, it shall will be a condition to such payment that such (i) the Certificate shall be so surrendered and shall will be properly endorsed or shall be and otherwise in proper form for transfer transfer, and that (ii) the Person requesting such payment shall exchange will have paid any transfer and or other taxes Taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation and the Exchange Agent Parent, or any agent designated by Parent, that such tax either Tax has been paid or is not payableapplicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orthofix International N V)
