Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If any certificate for shares of Parent 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have been paid or are not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is are to be issued in connection with the Company Merger 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person Persons (as defined in Section 8.3(d)) requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes (as defined in Section 2.6(a)) required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in a name other than that the name 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, transfer and accompanied by all other documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and (ii) either (x) that the Person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any a name other than that the name of the registered holder of the Certificate surrendered, surrendered or (y) established to the satisfaction of Parent Parent, or any agent designated by it Parent, that such Taxes have Tax has been paid or are is not payableapplicable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is are to be issued in pursuant to this Agreement to a name Person other than that in which the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor is registeredtherefor, it will be a condition of the issuance or delivery thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required under applicable law by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock or 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent or any agent person designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock or Parent Preferred Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the surrendered Certificate surrendered in exchange therefor or the transferred Uncertificated Share 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), or the Uncertificated Share shall be properly transferred and that (ii) the Person requesting such transfer exchange will have paid to the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrenderedsurrendered or Uncertificated Share transferred, or established to the satisfaction of the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock or check is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Company Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 2.8(e)transfer, and that the Person stockholder requesting such transfer will exchange shall have paid to Parent Parent, or any agent designated by it it, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is otherwise not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock Stock, or any check, is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Company Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 2.8(e)transfer, and that the Person stockholder requesting such transfer will exchange shall have paid to Parent Parent, or any agent designated by it it, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is otherwise not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock or Warrants, or any check, is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Company Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 2.8(e)transfer, and that the Person stockholder requesting such transfer will exchange shall have paid to Parent Parent, or any agent designated by it it, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock or Warrants in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is otherwise not payable.

Transfers of Ownership. If any certificate for shares of Parent 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 (i) the Certificate so surrendered will be properly endorsed and otherwise in proper form for transferendorsed, accompanied by all any documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and otherwise in proper form for transfer and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any applicable transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or shall provide evidence that any agent designated by it that such Taxes applicable transfer taxes have been paid or are not payablepaid, and (ii) the transferee shall execute letters substantially similar to those referenced in Section 2.8 during any period of time when such letters impose restrictions on transfer.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in in, or if any Cash Consideration is to be distributed to, a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Company Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in or payment of cash to any name other than that of the registered holder of the Company Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent ---------------------- 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 will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent the Parent, or any agent designated by it it, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of the Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Parent Common Stock is are to be issued in a name other than that in which which, or payment of the Certificate cash consideration is to be made to a person other than that in whose name, the 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person persons requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for certificates representing shares of Parent Common Stock in any name other than that of, or payment of the cash consideration to a person other than, the registered holder of the Certificate Certificates surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of the ---------------------- Parent 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 will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to the Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of the Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of the Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registeredregistered on the books and records of the Company and as set forth in the Spreadsheet, it will be a condition of the issuance or delivery thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have (i) paid to Parent Parent, or any agent designated by it Parent, any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, surrendered or (ii) established to the satisfaction of Parent Parent, or any agent designated by it Parent, that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued issued, or any cash is to be paid, in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Company Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes (as defined in Section 2.13(m)(i)) required by reason of the issuance of a certificate for shares of Parent Common Stock (or the payment of cash) in any name other than that of the registered holder of the Company Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares ---------------------- of Parent 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer exchange will have paid to the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of the Exchange Agent, Parent or any other agent designated by it Parent, as applicable, that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such exchange (i) will demonstrate to Parent’s reasonable satisfaction that such transfer was made in compliance with applicable securities laws and (ii) will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent 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 the issuance thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such exchange (i) will demonstrate to Parent's reasonable satisfaction that such transfer was made in compliance with applicable securities laws and (ii) will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Parent Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registeredare registered (other than as a result of a change in the corporate name of the holder of such Certificate), 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person persons requesting such transfer exchange will have paid to Parent the Exchange Agent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Parent the Exchange Agent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any payment is to be made or any certificate for shares of Parent Common Stock is to be issued in to a name person other than that the holder in which whose name the Certificate surrendered in exchange therefor is registered, it will be a condition of the payment and/or issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e)and otherwise in proper form for transfer, and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in in, or any amount of the Cash Consideration is to be distributed to, a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Company Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in or payment of cash to any name other than that of the registered holder of the Company Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is are to be issued in pursuant to this Agreement to a name Person other than that in which the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor is registeredtherefor, it will be a condition of the issuance or delivery thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required under applicable law by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock or Parent Preferred Stock, as applicable, 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, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock or Parent Preferred Stock, as applicable, in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registeredregistered on the books and records of the Company and as set forth in the Spreadsheet, it will be a condition of the issuance or delivery thereof that the Certificate so surrendered surrendered, subject to Section 2.11, will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent ---------------------- Common Stock is to be issued in a name other than that the name 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, transfer and accompanied by all other documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and (ii) either (x) that the Person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any a name other than that the name of the registered holder of the Certificate surrendered, surrendered or (y) established to the satisfaction of Parent Parent, or any agent designated by it Parent, that such Taxes have Tax has been paid or are is not payableapplicable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is or any cash amounts are to be issued in a name disbursed pursuant to SECTION 1.6 to any person other than that in which the person or entity whose name is reflected on the Company Stock Certificate surrendered in exchange therefor is registeredtherefore, it will be a condition of the issuance or delivery thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registeredregistered on the books and records of the Company and as set forth in the Spreadsheet, it will be a condition of the issuance or delivery thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.8(e), and that the Person person requesting such transfer exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Taxes have Tax has been paid or are is not payable.

Transfers of Ownership. If any certificate for shares of Parent Common Stock Shares or check is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Company Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 2.8(e)transfer, and that the Person stockholder requesting such transfer will exchange shall have paid to Parent Parent, or any agent designated by it Parent, any transfer or other Taxes taxes required by reason of the issuance of a certificate for shares of Parent Common Stock Shares or a check in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such Taxes have tax has been paid or are is otherwise not payable.

Transfers of Ownership. If any certificate for In the event that a transfer of ownership of shares of Common Stock is not registered in the stock transfer books or ledger of the Company, or if shares of 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 are properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence surrender and effect such transfer pursuant to this Section 2.8(e), and that the Person requesting such transfer will have payment has paid to Parent (or any agent designated by it Parent) any transfer or other Taxes required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Parent (or any agent designated by it Parent) that such transfer or other Taxes have been paid or are otherwise not payable.