Transferred Shares. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Payment Agent any transfer or other similar Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable.
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Samples: Merger Agreement (Imperva Inc), Merger Agreement (Barracuda Networks Inc), Merger Agreement (Gigamon Inc.)
Transferred Shares. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Book-Entry Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Book-Entry Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Payment Paying Agent any transfer or other similar Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Book-Entry Share or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable.
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Samples: Merger Agreement (Interactive Intelligence Group, Inc.)
Transferred Shares. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall will be a condition to such payment that (i) either such Certificate shall will be properly endorsed or shall will otherwise be in proper form for transfer or such Uncertificated Share shall will be properly transferred and (ii) the Person requesting such payment shall pay pays to the Payment Agent any transfer or other similar Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share Certificate, or establish to the satisfaction of the Payment Agent that such Tax has been paid or is not payable.
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