Common use of Stamp or Other Transfer Taxes Clause in Contracts

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to US Gold or Callco pursuant to the Exchange Right or the Automatic Exchange Right, the share certificate or certificates representing shares of US Gold Common Stock 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 US Gold, Callco, Exchangeco or 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 other than such Beneficiary; or (b) shall have established to the satisfaction of the Trustee, US Gold, Callco and Exchangeco that such Taxes, if any, have been paid.

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to US Gold USCo or Callco CallCo pursuant to the Exchange Right Rights or the Automatic Exchange RightRights, the share certificate or certificates representing shares of US Gold USCo Common Stock 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: (ai) shall pay (and none of US GoldUSCo, CallcoCallCo, Exchangeco AcquisitionCo or the Trustee shall be required to pay) any documentary, stamp, transfer or other similar Taxes 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 (bii) shall have established evidenced to the satisfaction of the Trustee, US GoldUSCo, Callco CallCo and Exchangeco AcquisitionCo that such Taxestaxes, if any, have been paid.