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 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 (Vignette Corp), Agreement and Plan of Reorganization (Qualix Group Inc), Agreement and Plan of Reorganization (Cacheflow 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 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), Merger Agreement (Ontrack Data International 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 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: Merger Agreement (Predictive Systems Inc), Merger Agreement (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 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 any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13(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 any agent designated by it the Exchange Agent that such tax 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 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 any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement (Redback Networks Inc), Merger Agreement (Silicon Laboratories 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 any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in SECTION 2.13) required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Startec Global Communications Corp), Merger Agreement (Hoovers 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 any agent designated by it the Exchange Agent documents evidencing such payment), any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate so surrendered, or have established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement (Micros to Mainframes Inc), Merger Agreement (BTG Inc /Va/)
Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror 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 any agent designated by it any transfer or other 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 any agent designated by it that such tax has been paid or is not payable.
Appears in 2 contracts
Samples: Merger Agreement (Theglobe Com Inc), Merger Agreement (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 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 any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covad Communications Group Inc), Merger Agreement (Covad Communications Group Inc)
Transfers of Ownership. If any certificate for 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 any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ashford Com 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 any agent designated by it any transfer or other taxes Taxes 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 any agent designated by it that such tax Tax has been paid or is not payable.
Appears in 1 contract
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 any agent designated by it any transfer or other 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 any agent designated by it that such tax has been paid or is not payable.
Appears in 1 contract
Samples: Merger Agreement (Theglobe Com Inc)
Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- 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 any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
Transfers of Ownership. If any certificate for 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 any agent designated by it any transfer or other 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 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 (Wireless Inc)
Transfers of Ownership. If any certificate for certificates representing the shares of ---------------------- Acquiror Ascend 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 shall will be a condition of the issuance thereof that the Certificate Certificates so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person 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 a certificate for certificates representing the shares of Acquiror Ascend Common Stock in any name other than that of the registered holder of the Certificate 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.
Appears in 1 contract
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 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
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 any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax Tax has been paid or is not payable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ask Jeeves Inc)
Transfers of Ownership. If any certificate for certificates representing shares of ---------------------- Acquiror Parent Common Stock is are to be issued in a name other than that in which the Certificate Shareholder’s shares of Company Common Stock surrendered in exchange therefor is therefore are registered, it shall will be a condition of the issuance thereof that the Certificate certificates of Company Common Stock so surrendered is will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange Shareholder will have paid to Acquiror Parent or any agent designated by it any transfer or other taxes Tax required solely by reason of the issuance of a certificate for certificates representing shares of Acquiror Parent Common Stock in any name other than that of the registered holder of the Certificate certificates of Company Common Stock so surrendered, or established to the satisfaction of Acquiror Parent or any agent designated by it that such tax Tax has been paid or is not payable.
Appears in 1 contract
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 any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax Tax has been paid or is not payable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concur Technologies Inc)
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 any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Acquirer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Acquirer or any agent designated by it that such tax has been paid or is not payable.
Appears in 1 contract
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 any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13) required by reason of the ------------ issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Capsule Communications Inc De)
Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror 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 any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)