Transferred Certificates. If any payment under this Article III is to be made to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or such person shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Appears in 3 contracts
Samples: Merger Agreement (Syntellect Inc), Agreement and Plan of Merger (Incontrol Inc), Agreement and Plan of Merger (Tefron LTD)
Transferred Certificates. If any payment under this Article III ------------------------ is to be made to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or such person shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Merger Agreement (Guidant Corp), Merger Agreement (Incontrol Inc)
