Payments to Other Persons. If Merger Consideration is to be paid to any Person other than the Person in whose name the Certificates for shares surrendered for conversion are registered, it shall be a condition of the payment that such Certificates be properly endorsed and the signatures thereon properly guaranteed and otherwise in proper form for transfer and that the Person requesting such payment shall have paid to the Paying Agent any transfer or other taxes required by reason of the delivery of Merger Consideration to a Person other than the registered holder of such Certificate, or shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Appears in 3 contracts
Samples: Merger Agreement (Constellation Brands Inc), Merger Agreement (Ravenswood Winery Inc), Merger Agreement (Canandaigua B V)
Payments to Other Persons. If Merger Consideration is to be paid to any Person person other than the Person person in whose name the Certificates for shares Shares surrendered for conversion are registered, it shall be a condition of the payment that such Certificates be properly endorsed and the signatures thereon properly guaranteed and otherwise in proper form for transfer and that the Person person requesting such payment shall have paid to the Paying Agent any transfer or other taxes required by reason of the delivery of Merger Consideration to a Person person other than the registered holder of such Certificate, or shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Merger Agreement (Fujitsu LTD/Jp/), Merger Agreement (Amdahl Corp)
Payments to Other Persons. If Merger Consideration or Warrant Consideration is to be paid to any Person person other than the Person person in whose name the Certificates for shares of Company Common Stock or warrants surrendered for conversion are registered, it shall be a condition of the payment that such Certificates be properly endorsed and the signatures thereon properly guaranteed and otherwise in proper form for transfer and that the Person person requesting such payment shall have paid to the Paying Agent any transfer or other taxes required by reason of the delivery of Merger Consideration or Warrant Consideration to a Person person other than the registered holder of such Certificate, or shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Merger Agreement (Tivoli Industries Inc), Merger Agreement (Targetti Sankey Spa)
Payments to Other Persons. If Merger Consideration is to be paid to any Person ------------------------- person other than the Person person in whose name the Certificates for shares Shares surrendered for conversion are registered, it shall be a condition of the payment that such Certificates be properly endorsed and the signatures thereon properly guaranteed and otherwise in proper form for transfer and that the Person person requesting such payment shall have paid to the Paying Agent any transfer or other taxes required by reason of the delivery of Merger Consideration to a Person person other than the registered holder of such Certificate, or shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
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