Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Salesforce Com Inc)

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Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment disbursement of any portion of the Total Consideration in any name such cash amounts to a Person other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)

Transfers of Ownership. If any cash amounts or stock are to be disbursed pursuant to Section 1.6 and this Section 1.7 1.8 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (FireEye, Inc.), Agreement and Plan of Reorganization (FireEye, Inc.)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person person other than the Person person or entity whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment disbursement of any portion of the Total Consideration in any name such cash amounts to a person other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gartner Inc), Agreement and Plan of Merger (Gartner Inc)

Transfers of Ownership. If any cash amounts are stock is to be disbursed pursuant to Section 1.6 and this Section 1.7 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Salesforce Com Inc), Section Reference in Agreement (Autodesk Inc)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and and, notwithstanding Section 1.6(f), that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment disbursement of any portion of the Total Consideration in any name such cash amounts to a Person other than that of the registered holder of the certificate Company Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Yext, Inc.)

Transfers of Ownership. If any the cash amounts are payment or check evidencing the cash to be disbursed paid pursuant to Section 1.6 and this Section 1.7 hereof is to be made to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc), Agreement and Plan of Merger (Linkedin Corp)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a any Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment of any portion of the Total Aggregate Merger Consideration in any name other than that of the registered holder of the certificate surrenderedsuch Company Stock Certificate, or established to the satisfaction of Parent or any agent designated by it that such tax has transfer or other Taxes have been paid or is are not otherwise payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Business Objects S.A.)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 1.3 to a Person other than the Person whose name is reflected on the corresponding Company Stock Certificate surrendered in exchange thereforCertificate, or Company Book-Entry, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent Acquiror or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pluralsight, Inc.)

Transfers of Ownership. If any cash amounts are portion of the Merger Consideration is to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a any Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compuware Corp)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 1.8 to a Person person other than the Person person or entity whose name is reflected on the Company Stock Certificate surrendered in exchange therefortherefore, it will be a condition of the issuance payment or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion cash amounts in exchange of the Total Consideration in any name Company Capital Stock (without interest) to other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nanometrics Inc)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section SECTION 1.6 and this Section 1.7 hereof to a Person person other than the Person person or entity whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment disbursement of any portion of the Total Consideration in any name cash amounts to a person other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scansoft Inc)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefortherefore, it will be a condition of the issuance or delivery thereof that the certificate Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes similar Taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barracuda Networks Inc)

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Transfers of Ownership. If any cash amounts or stock are to be disbursed pursuant to Section 1.6 and this Section 1.7 to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FireEye, Inc.)

Transfers of Ownership. If any cash amounts are portion of the Cash Consideration is to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a any Person other than the Person whose name is reflected on the Company Stock a Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Cash Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altiris Inc)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person any person other than the Person person or entity whose name is reflected on the Company Stock Certificate surrendered in exchange therefortherefore, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epicor Software Corp)

Transfers of Ownership. If any cash amounts are Merger Consideration is to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent Purchaser or any agent designated by it any transfer or other taxes Taxes required by reason of the payment of any portion of the Total Merger Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent Purchaser or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quantum Corp /De/)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person person other than the Person person or entity whose name is reflected on the Company Stock Certificate surrendered in exchange therefortherefore, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Epicor Software Corp)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment disbursement of any portion of the Total Consideration in any name such cash amounts to a Person other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rovi Corp)

Transfers of Ownership. If any the cash amounts are payment or check evidencing the cash to be disbursed paid pursuant to Section 1.6 and this Section 1.7 is to be made to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery payment thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electronic Arts Inc.)

Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 and this Section 1.7 1.10 hereof to a Person other than the Person whose name is reflected on the Company Stock Certificate or Book-Entry Share surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the payment disbursement of any portion of the Total Consideration in any name such cash amounts to a Person other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gray Television Inc)

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