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 shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any transfer or other 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 the Exchange Agent that such Tax has been paid or is not payable.

Appears in 4 contracts

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

AutoNDA by SimpleDocs

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 shall will be a condition of the such issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent any agent designated by it that such Tax tax has been paid or is not payable.

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (HighPeak Energy, 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 shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent that such Tax tax has been paid or is not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll 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 shall be a condition of the issuance thereof that such issuance be in accordance with applicable law and that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent any agent designated by it that such Tax tax has been paid or is not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)

Transfers of Ownership. If any certificate for shares of Acquiror theglobe Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall will be a condition of the issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person Person (as defined in Section 9.3(a)) requesting such exchange will have paid to Acquiror theglobe or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror theglobe Common Stock in any name other than that of the registered holder of the Certificate surrendered, surrendered or established to the satisfaction of Acquiror theglobe or the Exchange Agent 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 (Theglobe Com Inc), Agreement and Plan of Merger (Theglobe Com Inc)

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 shall will be a condition of the issuance thereof that the Certificate so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 (Vizacom Inc), Agreement and Plan of Merger (Vizacom Inc)

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

Appears in 2 contracts

Samples: Merger Agreement And (Redback Networks Inc), Merger Agreement And (Silicon Laboratories Inc)

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 shall will be a condition of the issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent Buyer any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 Reorganization (Healthcentral Com), Agreement and Plan of Reorganization (Healthcentral Com)

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 shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any transfer or other Taxes (as defined in Section 2.132.13(c)) 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 the Exchange Agent that such Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

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 shall be a condition of to the issuance thereof that the Certificate so surrendered is 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 the Exchange Agent documents evidencing such payment), any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent that such Tax tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micros to Mainframes Inc), Agreement and Plan of Merger (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 shall be a condition of the issuance thereof that the Certificate so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 (Covad Communications Group Inc), Agreement and Plan of Merger (Covad Communications Group 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 shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any transfer or other Taxes (as defined in Section 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 the Exchange Agent that such Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Startec Global Communications Corp), Agreement and Plan of Reorganization (Hoovers 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 shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any transfer or other 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 the Exchange Agent that such 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 theglobe Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall will be a condition of the issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person Person (as defined in Section 8.3(a)) requesting such exchange will have paid to Acquiror theglobe or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror theglobe Common Stock in any name other than that of the registered holder of the Certificate surrendered, surrendered or established to the satisfaction of Acquiror theglobe or the Exchange Agent 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 (Theglobe 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 shall will be a condition of the such issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 reasonable satisfaction of Acquiror or the Exchange Agent 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 (PDF Solutions Inc)

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 shall will be a condition of the issuance thereof that the Certificate or Stock Assignment so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent Buyer any transfer or other Taxes (as defined in Section 2.13) 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 surrenderedsurrendered or Stock Assignment delivered, or established to the satisfaction of Acquiror Buyer or the Exchange Agent 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 (Skylynx Communications Inc)

Transfers of Ownership. If any certificate for shares of Acquiror BOTH Common Stock is to be issued pursuant to the Merger in a name other than that in which the Certificate surrendered in exchange therefor therefore is registered, it shall will be a condition of the issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror BOTH or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror BOTH Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror BOTH or the Exchange Agent 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 (Bioethics LTD)

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 shall will be a condition of to the issuance thereof that the Certificate so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 (Vizacom Inc)

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 shall will be a condition of the issuance thereof that the Certificate so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 (Covad Communications Group 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 shall will be a condition of the issuance thereof that the Certificate certificate so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent any agent designated by it, that such Tax has been paid or is not payable.

Appears in 1 contract

Samples: Reorganization Agreement (National Business Holdings Inc)

AutoNDA by SimpleDocs

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that the Escrow Agent or the name in which the Certificate surrendered in exchange therefor is registered, it shall will be a condition of the issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 (Cardiovascular Dynamics Inc)

Transfers of Ownership. If any certificate for shares of Acquiror Common or Preferred Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror Common or Preferred Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or the Exchange Agent 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 (Wireless Inc)

Transfers of Ownership. If any certificate for shares of Acquiror Company Common Stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it shall will be a condition of the issuance thereof that the Certificate certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Company or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror Company Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Company or the Exchange Agent 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 (Omni Bio Pharmaceutical, Inc.)

Transfers of Ownership. If any certificate for shares of Acquiror EAST Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall will be a condition of the issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror EAST or the Exchange Agent any person designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror EAST Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror EAST or the Exchange Agent 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 and Reorganization (Act Manufacturing 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 shall be a condition of the issuance thereof that the Certificate so surrendered is properly endorsed or accompanied by a stock power duly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) 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 the Exchange Agent 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 (Ashford Com Inc)

Transfers of Ownership. If If, at the request of the registered holder thereof, 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 shall will be a condition of the such issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other 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 the Exchange Agent any agent designated by it that such Tax has been paid or is not payable.

Appears in 1 contract

Samples: Defined Term   Section (Ask Jeeves Inc)

Transfers of Ownership. If any certificate for shares of Acquiror Common Capital Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall will be a condition of the such issuance thereof that the Certificate so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance of a certificate for shares of Acquiror Common Capital Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or the Exchange Agent 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 (Paypal Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (White William S)

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is are to be issued delivered in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall will be a condition of the issuance delivery thereof that the Certificate so surrendered is shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid to Acquiror the Company or the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) taxes required by reason of the issuance delivery of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Acquiror the Company or the Exchange Agent 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 (New World Brands Inc)

Transfers of Ownership. If any certificate for shares of Acquiror Purchaser Common Stock is to be issued in a name other than that in which the Certificate Preferred Certificate(s) surrendered in exchange therefor is registered, it shall will be a condition of the issuance thereof that the Certificate Preferred Certificate(s) so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other Taxes (as defined in Section 2.13) required by reason of the issuance of a certificate for shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the Certificate Preferred Certificate(s) surrendered, or established to the reasonable satisfaction of Acquiror Purchaser or the Exchange Agent 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 and Reorganization (Trustwave Holdings, 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 shall be a condition of the issuance thereof that the Certificate so surrendered is 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 the Exchange Agent any agent designated by it any transfer or other 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 the Exchange Agent 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 (Concur Technologies Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!