Common use of Transfer Taxes and Expenses Clause in Contracts

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 254 contracts

Samples: Security Agreement (Regen BioPharma Inc), Security Agreement (Regen BioPharma Inc), Convertible Security Agreement (SRAX, Inc.)

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Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 153 contracts

Samples: Line of Credit Agreement (Star Alliance International Corp.), Convertible Security Agreement (AgEagle Aerial Systems Inc.), Convertible Security Agreement (Global Technologies LTD)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 97 contracts

Samples: Exchange Agreement (Notis Global, Inc.), Convertible Security Agreement (MMEX Resources Corp), Convertible Security Agreement (THC Therapeutics, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of Conversion.

Appears in 20 contracts

Samples: Convertible Security Agreement (MDNA Life Sciences, Inc.), Convertible Security Agreement (MDNA Life Sciences, Inc.), Convertible Security Agreement (Precipio, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 16 contracts

Samples: Convertible Promissory Note (Red Cat Holdings, Inc.), Promissory Note (Unusual Machines, Inc.), Convertible Security Agreement (Heritage Distilling Holding Company, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided thatprovided, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 9 contracts

Samples: Convertible Security Agreement (Fresh Vine Wine, Inc.), Securities Purchase Agreement (Capstone Technologies Group Inc.), Convertible Security Agreement (Unique Logistics International Inc)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of Conversion.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on partial or complete conversion of this Note hereof shall be made without charge to the Holder hereof Noteholder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note Noteholder so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 6 contracts

Samples: Consulting Agreement (JanOne Inc.), Convertible Security Agreement (JanOne Inc.), Convertible Security Agreement (JanOne Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted converted, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 5 contracts

Samples: Senior Secured Convertible Promissory Note (Fathom Holdings Inc.), Senior Secured Convertible Note (Elicio Therapeutics, Inc.), Senior Secured Convertible Promissory Note (Dyadic International Inc)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesConversion Shares, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day processing electronic delivery of any Notice of Conversionthe Conversion Shares.

Appears in 5 contracts

Samples: Convertible Security Agreement (Klotho Neurosciences, Inc.), Convertible Security Agreement (Psyence Biomedical Ltd.), Convertible Security Agreement (Psyence Biomedical Ltd.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-same- day processing of any Notice of Conversion.

Appears in 4 contracts

Samples: Convertible Security Agreement (Mphase Technologies Inc), Convertible Security Agreement (SurgePays, Inc.), Convertible Security Agreement (PetVivo Holdings, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted converted, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of Conversion.

Appears in 4 contracts

Samples: Senior Convertible Promissory Note (Ayala Pharmaceuticals, Inc.), Senior Convertible Promissory Note (Ayala Pharmaceuticals, Inc.), Convertible Note Agreement (Ayala Pharmaceuticals, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Companies shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Companies shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Companies the amount of such tax or shall have established to the satisfaction of the Company Companies that such tax has been paid. The Company Companies shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 4 contracts

Samples: Convertible Security Agreement (Notis Global, Inc.), Convertible Security Agreement (Notis Global, Inc.), Convertible Security Agreement (Notis Global, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 3 contracts

Samples: Securities Purchase Agreement (DermTech, Inc.), Shareholder Rights Agreement (NeuroMetrix, Inc.), Securities Purchase Agreement (BioSig Technologies, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 3 contracts

Samples: Convertible Security Agreement (Truli Media Group, Inc.), Convertible Security Agreement (Truli Media Group, Inc.), Convertible Security Agreement (Dethrone Royalty Holdings, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided provided, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 3 contracts

Samples: Convertible Security Agreement (Vsee Health, Inc.), Convertible Security Agreement (Digital Health Acquisition Corp.), Convertible Security Agreement (Hwn, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note Debenture so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided provided, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of Conversion.

Appears in 3 contracts

Samples: Convertible Security Agreement (Vsee Health, Inc.), Convertible Security Agreement (Vsee Health, Inc.), Convertible Security Agreement (Digital Health Acquisition Corp.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (Arrowhead Research Corp)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Holder shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Convertible Security Agreement (Nevada Canyon Gold Corp.), Convertible Security Agreement (nDivision Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided provided, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Note (ReShape Lifesciences Inc.), Note (Vsee Health, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversionconversion hereunder.

Appears in 2 contracts

Samples: Convertible Security Agreement (Cell Source, Inc.), Convertible Security Agreement (Cell Source, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note, transfer agent fees, opinions of counsel and costs of enforcement of this Note shall be paid by Company or made without charge to the Holder hereof hereof, such as for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Convertible Security Agreement (Function(x) Inc.), Convertible Security Agreement (DraftDay Fantasy Sports, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock Ordinary Shares on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Securities Purchase Agreement (PV Nano Cell, Ltd.), Convertible Security Agreement (PV Nano Cell, Ltd.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person person or Persons persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: Convertible Security Agreement (Cachet Financial Solutions, Inc.), Convertible Security Agreement (Cachet Financial Solutions, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted converted, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (THC Therapeutics, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Conversion Shares shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (MassRoots, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note the Series C Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Series C Preferred Stock and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.. Imaging3 Inc.

Appears in 1 contract

Samples: Convertible Security Agreement (Grapefruit USA, Inc)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Series A Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, ; provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Series A Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regeneron Pharmaceuticals, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)

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Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Securities Purchase Agreement (DermTech, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Preferred Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Securities Purchase Agreement (BioRestorative Therapies, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note the Series B Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Series B Preferred Stock and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent fees required for same-same day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (Intellect Neurosciences, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person person or Persons persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Note (Greenlane Holdings, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Series C Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Series C Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mill City Ventures III, LTD)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing processing, if available, of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (Future Healthcare of America)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Note the Series A Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Note so converted such shares of Series A Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Modular Medical, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, ; provided that, that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted such shares of Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Securities Purchase Agreement (Madrigal Pharmaceuticals, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note representing the Additional Shares shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Unsecured Subordinated Note (Originoil Inc)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder Purchaser hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided provided, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Purchaser of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (Digital Health Acquisition Corp.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Note Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesConversion Shares, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate Conversion Shares upon conversion in a name other than that of the Holder of this Note Debenture so converted and the Company shall not be required to issue or deliver such certificates Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of any Notice of ConversionConversion and all fees to the Depository Trust Company.

Appears in 1 contract

Samples: Voting Agreement and Proxy (Cuentas Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Note shall be made without charge to the Holder Noteholder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Noteholder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Security Agreement (Lucid Diagnostics Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares the Exchange Shares on exchange of the Common Stock on conversion of this Note Warrant shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesExchange Shares, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate Exchange Shares upon conversion exchange in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates Exchange Shares unless or until the Person person or Persons persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent transfer agent fees required for same-day processing of the delivery of any Notice of ConversionExchange Shares.

Appears in 1 contract

Samples: Exchange Agreement (Inpixon)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent of its transfer agent’s fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (Boston Carriers, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person person or Persons persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion. The Company shall pay for providing a blanket opinion for all Common Stock issued upon any conversion of the Note.

Appears in 1 contract

Samples: Convertible Security Agreement (Intercloud Systems, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (Stronghold Digital Mining, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Note shall be made without charge to the Holder Investor hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesConversion Shares, provided that, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate Conversion Shares upon conversion in a name other than that of the Holder Investor of this Note so converted and the Company shall not be required to issue or deliver such certificates Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day processing electronic delivery of any Notice of Conversionthe Conversion Shares.

Appears in 1 contract

Samples: Note (AtlasClear Holdings, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-same day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (H & H Imports, Inc.)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of pursuant to this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in-kind payment in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of ConversionIn-Kind Payment Election.

Appears in 1 contract

Samples: Security Agreement (Probility Media Corp)

Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder New Purchaser hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder New Purchaser of this Note so converted and the Company Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. The Company Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Convertible Security Agreement (Emerald Medical Applications Corp.)

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