Common use of Transfer Taxes and Expenses Clause in Contracts

Transfer Taxes and Expenses. The issuance of 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 Conversion Shares, 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 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 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.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Chromocell Therapeutics Corp), Securities Purchase Agreement (Chromocell Therapeutics Corp), Securities Purchase Agreement (Chromocell Therapeutics Corp)

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Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares, 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 Conversion Shares upon Conversion 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 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.

Appears in 4 contracts

Samples: Master Note Purchase Agreement (Acuitas Group Holdings, LLC), Master Note Purchase Agreement (Acuitas Group Holdings, LLC), Master Note Purchase Agreement (Acuitas Group Holdings, LLC)

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares, 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 Conversion Shares upon Conversion 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 Conversion Shares 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.

Appears in 3 contracts

Samples: Registration Rights Agreement (Inflection Point Acquisition Corp. II), Registration Rights Agreement (Inflection Point Acquisition Corp. II), Stock Restriction Agreement (CytoDyn Inc.)

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares; provided that, 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 Conversion Shares upon Conversion 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 Conversion Shares 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. Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 2 contracts

Samples: GT Biopharma, Inc., GT Biopharma, Inc.

Transfer Taxes and Expenses. The issuance of Conversion Shares certificates for shares of the Common Stock on Conversion 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 Conversion Sharescertificates, provided that 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 Conversion Shares certificate upon Conversion 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 Conversion Shares 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.

Appears in 2 contracts

Samples: Note Amendment Agreement, Note Amendment Agreement (Authentidate Holding Corp)

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion conversion of this Note the 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 Conversion Shares, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in involving the issuance and delivery of any such Conversion Shares upon Conversion 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 Conversion Shares 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 that Corporation such tax has been paid.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC)

Transfer Taxes and Expenses. The Subject to the provisions of the Agreement relating to withholding of taxes in respect of non-United States persons, the issuance of Conversion Shares on Conversion conversion of this Note 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 Conversion Shares, 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 Conversion Shares upon Conversion 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 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.

Appears in 2 contracts

Samples: Note Purchase Agreement (Orbsat Corp), Note Purchase Agreement (Orbital Tracking Corp.)

Transfer Taxes and Expenses. The issuance of Conversion Shares Securities on Conversion conversion of the principal 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 Conversion SharesSecurities, provided that the Company Holder 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 Conversion Shares upon Conversion Securities 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 Conversion Shares Securities unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company or its transfer agent the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 1 contract

Samples: Please Confirm (PreCheck Health Services, Inc.)

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares, 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 Conversion Shares upon Conversion 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 Conversion Shares 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 Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: Shareholder Rights Agreement (NeuroMetrix, Inc.)

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Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares, provided that the Company that, 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 Conversion Shares upon Conversion 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 Conversion Shares 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. Borrower shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

Appears in 1 contract

Samples: GT Biopharma, Inc.

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion conversion of this Note the Preference Shares 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 Conversion Shares, 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 Conversion Shares upon Conversion conversion in a name other than that of the Holder Holders of this Note so converted such Preference Shares and the Company shall not be required to issue or deliver such 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.

Appears in 1 contract

Samples: Note Purchase Agreement (Yatra Online, Inc.)

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares, 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 Conversion Shares upon Conversion 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 Conversion 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.

Appears in 1 contract

Samples: NovaBay Pharmaceuticals, Inc.

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion conversion of this Note 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 Conversion Shares, 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 Conversion Shares upon Conversion conversion in a name other than that of the Holder Holders of this Note so converted the Notes and the Company shall not be required to issue or deliver such 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Sky Media Corp)

Transfer Taxes and Expenses. The issuance of Conversion Shares on Conversion 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 Conversion Shares, 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 Conversion Shares upon Conversion 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 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 required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company.

Appears in 1 contract

Samples: Cuentas Inc.

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