Common use of Stamp or Other Transfer Taxes Clause in Contracts

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Redback pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Redback 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 Redback, 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 provided evidence to the satisfaction of the Trustee, Redback and Exchangeco that such taxes, if any, have been paid in full.

Appears in 1 contract

Samples: Arrangement Agreement (Redback Networks Inc)

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Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Redback the Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Redback the 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 Redbackneither the Parent, Exchangeco or the Corporation nor 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 b)shall have provided evidence established to the satisfaction of the Trustee, Redback the Parent and Exchangeco the Corporation that such taxes, if any, have been paid in fullpaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Learning Co Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Redback Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Redback Parent Common Shares Shares, and the cheque, if any, 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 Beneficiary: (a1) shall pay (and none of Redback, Exchangeco or the neither Parent nor Company nor Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer transfer, including those involved in the issuance or delivery of such shares to a person other than such Beneficiary or Beneficiary; and (b2) shall have provided evidence evidenced to the satisfaction of the Trustee, Redback Parent and Exchangeco Company that such taxes, if any, have been paid in fullpaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Photon Dynamics Inc)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable NonVoting Shares to Redback the Parent pursuant to the Insolvency Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Redback 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 Shareholder of the Exchangeable Non-Voting Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder Shareholder of the Exchangeable Non-Voting Shares so sold; provided, however, however that such Beneficiary Shareholder (a) shall pay (and none of Redbackneither the Parent, Exchangeco or Mergeco nor the Trustee shall be required to pay) any documentary, stamp, transfer transfer, withholding 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 have provided evidence established to the satisfaction of the Trustee, Redback the Parent and Exchangeco Mergeco that such taxes, if any, have been paid in fullpaid.

Appears in 1 contract

Samples: Exchange and Voting Agreement (Dream Team International Inc)

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Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to Redback CDN2 pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing Redback 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 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 Redbackneither Parexx, Exchangeco or XXX, XXX0, Xxquisition Sub 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 other than such Beneficiary Holder or (b) shall have provided evidence establish to the satisfaction of the Trustee, Redback Parent, BVI, CDN2 and Exchangeco Acquisition Sub that such taxes, if any, have been paid in fullpaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Broadcom Corp)

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