Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If certificates for shares of Acquiror ---------------------- Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for shares of Acquiror Common Stock in any name other than that of the registered holder of the 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.

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Common Series A Preferred Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Common Series A Preferred Stock in any name other than that of the registered holder of the 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.

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Common Purchaser Preferred Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Common Purchaser Preferred Stock in any name other than that of the registered holder of the 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.

Transfers of Ownership. If certificates any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will shall be a condition of the issuance thereof that the Certificates Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificates 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.

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Parent Common Stock in any name other than that of the registered holder of the 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.

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

Transfers of Ownership. If certificates any certificate for shares of Acquiror ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the such issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificates 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.

Transfers of Ownership. If certificates any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the such issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificates 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.

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Purchaser Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the 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.

Transfers of Ownership. If certificates any certificate for shares of ---------------------- Acquiror ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificates 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.

Transfers of Ownership. If certificates for shares of Acquiror ---------------------- Parent Common Stock and Contingent Value Rights are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for shares of Acquiror Parent Common Stock and any Contingent Value Rights in any name other than that of the registered holder holders of the Certificates surrendered, or established to the reasonable satisfaction of Acquiror Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If certificates any Cash Consideration and certificate for shares of Acquiror ---------------------- Common Stock are Parent Shares is to be issued in a name other than that in which the Certificates surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock Parent Shares in any name other than that of the registered holder of the 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.

Transfers of Ownership. If certificates any certificate for shares of Acquiror Buyer ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificates 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.

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

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

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Parent Common Stock in any name other than that of the registered holder of the 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.. ___________ ___________

Transfers of Ownership. If certificates any certificate for shares of Acquiror Parent Common ---------------------- Common Stock are or New Preferred Stock is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that (i) the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates 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 Certificates 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.

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

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

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Purchaser Common Stock and Preferred Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Purchaser Common Stock and Preferred Stock in any name other than that of the registered holder of the 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.

Transfers of Ownership. If any certificates for shares of Acquiror ---------------------- Purchaser Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates for shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the 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.

Transfers of Ownership. If certificates any certificate for shares of Acquiror ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will shall be a condition of the issuance thereof that the Certificates Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificates 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.

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Buyer Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the 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 certificates for representing shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the 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.

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

Transfers of Ownership. If certificates any certificate for shares of Acquiror ---------------------- Visigenic Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Visigenic Common Stock in any name other than that of the registered holder of the Certificates 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.

Transfers of Ownership. If certificates any certificate for shares of Acquiror ---------------------- Common Stock are is to be issued in a name other than that in which the Certificates Certificate surrendered in exchange therefor are is registered, it will be a condition of the issuance thereof that the Certificates Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificates 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.. (f)

Transfers of Ownership. If certificates for representing shares of Acquiror ---------------------- Holdings Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons 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 certificates for representing shares of Acquiror Holdings Common Stock in any name other than that of the registered holder of the 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.