Common use of Stock Transfer and Stamp Taxes Clause in Contracts

Stock Transfer and Stamp Taxes. The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series A-1 Preferred Stock or shares of Common Stock or other securities issued on account of Series A-1 Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A-1 Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A-1 Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.), Agreement and Plan of Merger (Amsurg Corp)

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Stock Transfer and Stamp Taxes. The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any initial issuance or delivery of shares of Series A-1 A Preferred Stock or shares of Common Stock or other securities issued on account of Series A-1 A Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A-1 A Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A-1 A Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Jacksonville Bancorp Inc /Fl/), Securities Purchase Agreement (Cordia Bancorp Inc)

Stock Transfer and Stamp Taxes. The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series A-1 B Preferred Stock or shares of Common Stock or other securities issued on account of Series A-1 B Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A-1 B Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A-1 B Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Investment Agreement (Seacoast Banking Corp of Florida)

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Stock Transfer and Stamp Taxes. The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series A-1 C Preferred Stock or shares of Common Stock or other securities issued on account of Series A-1 C Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A-1 C Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A-1 C Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Investment Agreement (Seacoast Banking Corp of Florida)

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