Common use of Transfer Taxes; Withholding Clause in Contracts

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares is to be paid to or issued in a name other than that in which the Former Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Former Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of such Commodore Certificate and the distribution of such cash payment in a name other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Commodore or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital Stock such amounts as Commodore or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital Stock in respect of whom such deduction and withholding was made by Commodore or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares certificate for a DuPont Share is to be paid issued to, or cash is to or issued in be remitted to, a name Person (other than that the Person in which whose name the Former Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes Taxes (as defined in Section 3.10(c) hereof) required by reason of the issuance payment of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name Person other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore DuPont or the Exchange Agent shall be entitled to deduct and withhold from the consideration DuPont Shares (or cash in lieu of fractional DuPont Shares) otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock such amounts as Commodore DuPont or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore DuPont or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock in respect of whom such deduction and withholding was made by Commodore DuPont or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares certificate for a Buyer Share is to be paid issued to, or cash is to or issued in be remitted to, a name Person who holds shares of Common Stock Equivalents (other than that the Person in which whose name the Former Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall (i) pay to the Exchange Agent any transfer or other taxes Taxes (as defined in Section 3.14 hereof) required by reason of the issuance payment of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name Person other than that of the registered holder of the Former Certificate so surrendered, or shall (ii) establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore Buyer or the Exchange Agent shall be entitled to deduct and withhold from the consideration Buyer Shares (or cash in lieu of fractional Buyer Shares) otherwise payable pursuant to this Agreement to any holder of Commodore Capital shares of Common Stock or Lanxide Capital Stock Equivalents such amounts as Commodore Buyer or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore Buyer or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital shares of Common Stock or Lanxide Capital Stock Equivalents in respect of whom such deduction and withholding was made by Commodore Buyer or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares certificate for a Parent Share is to be paid issued to, or cash is to or issued in be remitted to, a name Person (other than that the Person in which whose name the Former Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes Taxes required by reason of the issuance of such Commodore Certificate and the distribution Parent Shares (or cash in lieu of such cash payment in fractional Parent Shares) to a name Person other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration Parent Shares (or cash in lieu of fractional Parent Shares) otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock such amounts as Commodore Parent or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock in respect of whom such deduction and withholding was made by Commodore Parent or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares certificate for a Buyer Share is to be paid issued to, or cash is to or issued in be remitted to, a name Person who holds shares of Company Common Stock (other than that the Person in which whose name the Former Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Company Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall (i) pay to the Exchange Agent any transfer or other taxes Taxes (as defined in Section 3.14 hereof) required by reason of the issuance payment of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name Person other than that of the registered holder of the Former Certificate so surrendered, or shall (ii) establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore Buyer or the Exchange Agent shall be entitled to deduct and withhold from the consideration Buyer Shares (or cash in lieu of fractional Buyer Shares) otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of Company Common Stock such amounts as Commodore Buyer or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore Buyer or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of Company Common Stock in respect of whom such deduction and withholding was made by Commodore Buyer or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares Merger Consideration is to be paid remitted to or issued in a name person other than that the person in which whose name the Former Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Former Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person person requesting such exchange shall pay to the Exchange Paying Agent any transfer or other taxes Taxes (as defined in Section 3.11(b) hereof) required by reason of the issuance remittance of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name person other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such tax Tax either has been paid or is not applicable. Commodore Parent or the Exchange Paying Agent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock such amounts as Commodore Parent or the Exchange Paying Agent are required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore Parent or the Exchange Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock in respect of whom such deduction and withholding was made by Commodore Parent or the Exchange Paying Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu certificate for a --------------------------- share of any fractional shares Parent Common Stock is to be paid issued to, or cash is to or issued in be remitted to, a name Person (other than that the Person in which whose name the Former Old Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes Taxes (as defined herein) required by reason of the issuance payment of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name Person other than that of the registered holder of the Former Old Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration shares of Parent Common Stock (or cash in lieu of fractional shares of Parent Common Stock) otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of NorthPoint Common Stock such amounts as Commodore Parent or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of NorthPoint Common Stock in respect of whom such deduction and withholding was made by Commodore Parent or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu certificate for a share of any fractional shares Parent Common Stock is to be paid issued to, or cash is to or issued in be remitted to, a name Person (other than that the Person in which whose name the Former Old Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes Taxes (as defined herein) required by reason of the issuance payment of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name Person other than that of the registered holder of the Former Old Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration shares of Parent Common Stock (or cash in lieu of fractional shares of Parent Common Stock) otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of NorthPoint Common Stock such amounts as Commodore Parent or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or any provision of state, local or foreign tax Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Commodore Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of NorthPoint Common Stock in respect of whom such deduction and withholding was made by Commodore Parent or the Exchange Agent.