Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 5 contracts

Samples: Merger Agreement (Synbiotics Corp), Agreement and Plan of Reorganization (Kana Communications Inc), Agreement and Plan of Reorganization (Fogdog Inc)

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Transfers of Ownership. If any certificate certificates for shares of Acquiror ---------------------- Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate certificates for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp), Merger Agreement (Pure Atria Corp)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance 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 Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Printcafe Inc), Agreement and Plan of Reorganization (PDF Solutions Inc), Merger Agreement (Vitalcom Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13) required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Appears in 4 contracts

Samples: Merger Agreement (Silicon Laboratories Inc), Agreement and Plan of Reorganization (Human Genome Sciences Inc), Merger Agreement (Covista Communications Inc)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Common Purchaser Preferred Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Common Purchaser Preferred Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cacheflow Inc), Agreement and Plan of Reorganization (Vignette Corp), Agreement and Plan of Reorganization (Qualix Group Inc)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Parent Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have (i) paid to Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Parent Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or (ii) established to the satisfaction of Acquiror Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Microchip Technology Inc), Merger Agreement (Novell Inc), Agreement and Plan of Reorganization (Infospace Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance 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 Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Merger Agreement (Netcentives Inc), Agreement and Plan of Reorganization (Netcentives Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror 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 (Covad Communications Group Inc), Merger Agreement (Covad Communications Group Inc)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Parent Common Stock is and Merger Warrants are to be issued in a name other than that in which the Certificate Company Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Company Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Parent Common Stock in any name other than that of the registered holder of the Certificate Company Certificates surrendered, or established to the satisfaction of Acquiror Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Merger Agreement (Juniper Partners Acquisition Corp.), Merger Agreement (Juniper Partners Acquisition Corp.)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in SECTION 2.13) required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Merger Agreement (Hoovers Inc), Agreement and Plan of Reorganization (Startec Global Communications Corp)

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance 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 Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)

Transfers of Ownership. If any certificate for shares securities of Acquiror ---------------------- Common Stock is the SPAC are to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror the SPAC or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares securities of Acquiror Common Stock the SPAC in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror the SPAC 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 (Nukkleus Inc.), Agreement and Plan of Merger (Brilliant Acquisition Corp)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is requested to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of to the issuance thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid (and presented to Acquiror or any agent designated by it the Exchange Agent documents evidencing such payment), any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate so surrendered, or have established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Merger Agreement (Micros to Mainframes Inc), Merger Agreement (BTG Inc /Va/)

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Reorganization Agreement (Rational Software Corp), Merger Agreement (Synbiotics Corp)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Purchaser Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Appears in 2 contracts

Samples: Merger Agreement (MCK Communications Inc), Merger Agreement (Tut Systems Inc)

Transfers of Ownership. If any certificate certificates for shares of Acquiror ---------------------- Purchaser Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate certificates for shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser 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 (Inference Corp /Ca/)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Acquirer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror Acquirer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Acquirer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Acquirer or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Merger Agreement (Covad Communications Group Inc)

Transfers of Ownership. If any certificate for shares of Acquiror Parent ---------------------- Common Stock or any Warrant is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate 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 Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Parent Stock or a Warrant in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror 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 (Emachines Inc /De/)

Transfers of Ownership. If any certificate for shares of Acquiror Parent Common ---------------------- Common Stock or New Preferred Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that (i) 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 Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Parent Common Stock or New Preferred Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Parent or any agent designated by it that such tax has been paid or is not payable; and (ii) the Person surrendering such Certificate provide the Company with an opinion of counsel, acceptable to the Company, that such transfer does not violate state or federal securities laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is certificates representing Merger Shares are to be issued in a name other than that in which the Certificate Company Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Company Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock certificates representing the Per Share Merger Consideration (including any Contingent Shares, if and when issued) in any name other than that of the registered holder of the Certificate Company Certificates surrendered, or established to the satisfaction of Acquiror 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 (Pivotal Acquisition Corp)

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Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- GeoCities Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror GeoCities or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror GeoCities Common Stock in any name other than that of the registered holder of the Certificate surrendered, surrendered or established to the satisfaction of Acquiror GeoCities or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Merger Agreement (Geocities)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Holdings Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Persons requesting such exchange will have paid to Acquiror the Exchange Agent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Holdings Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror the Exchange Agent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Contribution and Merger Agreement (Catalytica Energy Systems Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Visigenic Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror Visigenic or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Visigenic Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Visigenic 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 (Visigenic Software Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock Issuer's common stock and preferred stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate 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 Acquiror Issuer or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock Issuer's common stock and preferred stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Issuer, or any agent designated by it it, that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Reorganization Agreement (National Business Holdings Inc)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Buyer Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Buyer or any agent designated by it any transfer or other taxes Taxes (as defined herein) required by reason of the issuance of a certificate for certificates representing shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Merger Agreement (Perrigo Co)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Purchaser Common Stock is and Preferred Stock are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Purchaser Common Stock and Preferred Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Merger Agreement (Efficient Networks Inc)

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13) required by reason of the ------------ issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Capsule Communications Inc De)

Transfers of Ownership. If any certificate for shares of Acquiror Buyer ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror Buyer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metatools Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of 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 Reorganization (Vignette Corp)

Transfers of Ownership. If any certificate for Warrants or shares of Acquiror ---------------------- Common Parent Preferred Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance 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 Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for Warrants or shares of Acquiror Common Parent Preferred Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror 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 (E-Medsoft Com)

Transfers of Ownership. If any Cash Consideration and certificate for shares of Acquiror ---------------------- Common Stock Parent Shares is to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Parent or any agent designated by it any transfer or other taxes required by reason of the payment of Cash Consideration and the issuance of a certificate for shares of Acquiror Common Stock Parent Shares in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Parent or any agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

Samples: Merger Agreement (Krooss John)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is Merger Shares and any portion of the Cash Consideration are to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate 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 Acquiror PurchasePro or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock Merger Shares in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror PurchasePro 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 (Purchasepro Com Inc)

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid to Acquiror or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror 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 Reorganization (Concur Technologies Inc)

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