Common use of Stamp or Other Transfer Taxes Clause in Contracts

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Parent, ExchangeCo or Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trustee, Parent and ExchangeCo that such taxes, if any, have been paid.

Appears in 6 contracts

Samples: Share Exchange Agreement, Voting and Exchange Trust Agreement (Future Energy Corp.), Certificate of Designation (Future Energy Corp.)

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Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent RG pursuant to the Exchange Right or the Automatic Exchange RightsRight, the share certificate or certificates representing Parent Common RG Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of ParentRG, ExchangeCo Canco or the Trustee shall be required to pay) any documentary, stamp, transfer or of other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trustee, Parent and ExchangeCo RG that such taxes, if any, have been paid.

Appears in 3 contracts

Samples: Voting and Exchange Trust Agreement (Royal Gold Inc), Arrangement Agreement (International Royalty Corp), Arrangement Agreement (Royal Gold Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Parent, ExchangeCo Exchangeco or Trustee the Agent shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trusteethe Agent, Parent and ExchangeCo Exchangeco that such taxes, if any, have been paid.

Appears in 3 contracts

Samples: Voting and Exchange Agency Agreement (Ideal Accents Inc), Voting and Exchange Agency Agreement (Ideal Accents Inc), Voting and Exchange Agency Agreement (Medinex Systems Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent Acquiror pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Acquiror Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of ParentAcquiror, ExchangeCo or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trustee, Parent and ExchangeCo that such taxes, if any, have been paidBeneficiary.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (Magnum Hunter Resources Corp)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Parent, ExchangeCo or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person other than such Beneficiary or (b) shall have evidenced to the satisfaction of the Trustee, Parent and ExchangeCo that such taxes, if any, have been paid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Counterpath Solutions, Inc.), Arrangement Agreement (Counterpath Solutions, Inc.)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to the Parent pursuant to the Exchange Right or the Automatic Exchange RightsRight, the share certificate or certificates representing the Parent Common Shares Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary Non-Affiliated Holder of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; , provided, however, that such Beneficiary Non-Affiliated Holder (a) shall pay (and none of neither the Parent, ExchangeCo or the Corporation nor the Trustee shall be required to pay) any documentary, stamp, transfer or other similar taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary Non-Affiliated Holder or (b) shall have evidenced established to the satisfaction of the Trustee, the Parent and ExchangeCo the Corporation that such taxes, if any, have been paid.

Appears in 1 contract

Samples: Combination Agreement (Electronic Retailing Systems International Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent Acquiror pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Acquiror Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of ParentAcquiror, ExchangeCo Exchangeco or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trustee, Parent and ExchangeCo that such taxes, if any, have been paidBeneficiary.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp)

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Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Common Shares to be delivered in connection with the payment of the total purchase price therefor shall will be issued in the name of the Beneficiary Shareholder of the Exchangeable Shares so sold or in such names as such Beneficiary Shareholder may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary Shareholder (a) shall will pay (and none of Parent, neither Parent nor ExchangeCo or Trustee shall will be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person other than such Beneficiary Shareholder or (b) shall will have evidenced to the satisfaction of Trustee, Parent and ExchangeCo that such taxes, if any, have been paid.

Appears in 1 contract

Samples: Arrangement Agreement (Schmitt Industries Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent ParentCo pursuant to the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent ParentCo Common Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary Vendor of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder Vendor of the Exchangeable Shares so sold; , provided, however, that such Beneficiary Vendor: (a) shall pay (and none of Parent, ExchangeCo or Trustee neither ParentCo nor the Corporation shall be required to pay) any documentary, stamp, transfer or other similar taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or Vendor; or (b) shall have evidenced established to the satisfaction of Trustee, Parent ParentCo and ExchangeCo the Corporation that such taxes, if any, have been paid.

Appears in 1 contract

Samples: Exchange Rights Agreement (Forefront Group Inc/De)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent Applied pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Parent Applied Common Shares Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary Holder of the Exchangeable Shares so sold or in such names as such Beneficiary Holder may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; , provided, however, that such Beneficiary Holder (a) shall pay (and none of Parentneither Applied, ExchangeCo or the Corporation nor the Trustee shall be required to pay) any documentary, stamp, transfer or other similar taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or Holder and (b) shall have evidenced establish to the satisfaction of the Trustee, Parent Applied and ExchangeCo the Corporation that such taxes, if any, have been paid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Applied Cellular Technology Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Parent pursuant to the Exchange Right or the Rights upon Automatic Exchange RightsExchange, the share certificate or certificates representing Parent Common Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary (a) shall pay (and none of Parent, ExchangeCo Purchaser or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person person other than such Beneficiary or (b) shall have evidenced to the satisfaction of Trustee, Parent and ExchangeCo that such taxes, if any, have been paid.

Appears in 1 contract

Samples: Arrangement Agreement (Ad.Venture Partners, Inc.)

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