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 such issuance 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 (PDF Solutions Inc), Agreement and Plan of Merger (Vitalcom Inc), Agreement and Plan of Reorganization (Printcafe Inc)

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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 will be a condition of such 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 the Company or any agent designated by it any transfer or other 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 any agent designated by it that such tax has been paid or is not payable.

Appears in 4 contracts

Samples: Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (Pure 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 such 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: 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)

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 such issuance be in accordance with applicable law and 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 (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 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 such 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 the Exchange Agent that such tax has been paid or is not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)

Transfers of Ownership. If any certificate for shares of Acquiror Surviving Company 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 such the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Acquiror Surviving Company, or any agent designated by it it, any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Surviving 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 Surviving Company 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 (Curis Inc), Agreement and Plan of Merger (Creative Biomolecules Inc)

Transfers of Ownership. If any certificate certificates for shares of Acquiror Company 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 shall be a condition of such to 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 Company or any agent designated by it Company any transfer or other taxes required by reason of the issuance of a certificate Certificates for shares of Acquiror Company Common Stock in any name other than that of the registered holder holders of the Certificate 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maxtor Corp), Agreement and Plan of Merger (Maxtor Corp)

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 such 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 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 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 such 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 Buyer 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 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 are to be issued delivered in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of such issuance the delivery 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 the Company or any agent designated by it any transfer or other 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 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 (New World Brands 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 such 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 Acquiror, or any agent designated by it 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 reasonable 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 Merger (Microtune 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 will be a condition of such 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 Company or any agent designated by it any transfer or other 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 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 (Omni Bio Pharmaceutical, Inc.)

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror Company 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 such 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 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 Company Common Stock in any name other than that of the registered holder of the Certificate 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netholdings 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 be a condition of such issuance 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 reasonable 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 (PDF Solutions 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 will be a condition of such 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 AVANT or any agent person designated by it any transfer or other 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 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 (Avant Immunotherapeutics 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 will be a condition of such 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 BOTH or any agent designated by it any transfer or other 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 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 (Bioethics LTD)

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Transfers of Ownership. If any certificate for shares of Acquiror Common Holdings 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 such 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 Holdings 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 Holdings Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Holdings 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 (Global Services Partners Acquisition Corp.)

Transfers of Ownership. If any certificate Certificates for shares of Acquiror Company ---------------------- 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 shall be a condition of such to 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 Company or any agent designated by it Company any transfer or other taxes required by reason of the issuance of a certificate Certificates for shares of Acquiror Company Common Stock in any name other than that of the registered holder holders of the Certificate 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.

Appears in 1 contract

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

Transfers of Ownership. If any certificate for shares of Acquiror Parent Corporation Common Stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will shall be a condition of such 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 shall have paid to Acquiror Acquiring Corporation 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 Corporation Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Acquiring Corporation or any agent designated by it that such tax has been paid or is not payable.. 1.8

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Americom Usa 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 will be a condition of such the issuance thereof that the Certificate or Stock Assignment 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 Buyer 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 surrenderedsurrendered or Stock Assignment delivered, 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: Agreement and Plan of Reorganization (Skylynx Communications Inc)

Transfers of Ownership. If any certificate certificates for shares of Acquiror Company ---------------------- 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 shall be a condition of such to 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 Company or any agent designated by it Company any transfer or other taxes required by reason of the issuance of a certificate Certificates for shares of Acquiror Company Common Stock in any name other than that of the registered holder holders of the Certificate 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /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 such to 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: Agreement and Plan of Merger (Vizacom Inc)

Transfers of Ownership. If payment for any certificate for shares of Acquiror Common Company Stock is to be issued made in a name other than that in which the Certificate surrendered in exchange therefor therefore is registered, it will be a condition of such to 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 the 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 payment for shares of Acquiror Common Company Stock in any name other than that of the registered holder of the Certificate surrendered, or have established to the satisfaction of Acquiror the Buyer or any agent designated by it that such tax has or Taxes have been paid or is are not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sycamore Networks 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 will be a condition of such 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 EAST or any agent person designated by it any transfer or other 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 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 (Act Manufacturing 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 will be a condition of such issuance 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 Capital 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 Merger (Paypal 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 will be a condition of such to the issuance thereof that the Company Certificate so surrendered will 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 any agent designated by it any transfer or other 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 agent designated by it that such tax has been paid or is not payable.

Appears in 1 contract

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

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