Common use of Unrecorded Transfers; Other Payments Clause in Contracts

Unrecorded Transfers; Other Payments. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificates or Book-Entry Shares, as applicable, are registered, a check for any cash to be exchanged upon due surrender of the Certificates or Book-Entry Shares, as applicable, may be issued to such transferee or other Person if the Certificates or Book-Entry Shares, as applicable, formerly representing such Shares are properly presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar Taxes have been paid or are not applicable.

Appears in 2 contracts

Samples: Merger Agreement (Karuna Therapeutics, Inc.), Merger Agreement (Ferro Corp)

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Unrecorded Transfers; Other Payments. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company or if payment of the applicable Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificates Certificate or Book-Entry Shares, as applicable, are Share is registered, a check for any cash to be exchanged upon due surrender of the Certificates such Certificate or Book-Entry Shares, as applicable, Share may be issued delivered to such transferee or other Person only if the Certificates Certificate or Book-Entry Shares, as applicable, Share formerly representing such Company Shares are is properly endorsed or shall be otherwise in proper form for transfer and is presented to the Paying Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar Taxes have been paid or are not applicable.

Appears in 2 contracts

Samples: Merger Agreement (Texas New Mexico Power Co), Merger Agreement (Avangrid, Inc.)

Unrecorded Transfers; Other Payments. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificates or Book-Entry Shares, as applicable, are is registered, a check for any cash to be exchanged upon due surrender of the Certificates or Book-Entry Shares, as applicable, may be issued to such transferee or other Person if the Certificates or Book-Entry Shares, as applicable, formerly representing such Shares are is properly presented to the Paying Agent accompanied by all reasonable documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar Taxes have been paid or are not applicable.

Appears in 2 contracts

Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (ClubCorp Holdings, Inc.)

Unrecorded Transfers; Other Payments. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificates or Book-Entry Shares, as applicable, are is registered, a check for any cash to be exchanged upon due surrender of the Certificates or Book-Entry Shares, as applicable, may be issued to such transferee or other Person if the Certificates or Book-Entry Shares, as applicable, formerly representing such Shares are is properly presented to the Paying Agent accompanied by all documents required to evidence evidence, to the reasonable satisfaction of the Surviving Corporation, and effect such transfer and to evidence that any applicable transfer or other similar Taxes have been paid or are not applicable.

Appears in 1 contract

Samples: Merger Agreement (Team Health Holdings Inc.)

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Unrecorded Transfers; Other Payments. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificates or Book-Entry Shares, as applicable, are is registered, a check for any cash to be exchanged upon due surrender of the Certificates or Book-Entry Shares, as applicable, may be issued to such transferee or other Person if the Certificates or Book-Entry Shares, as applicable, formerly representing such Shares are properly presented to the Paying Agent accompanied by all reasonable documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar Taxes have been paid or are not applicable.

Appears in 1 contract

Samples: Merger Agreement (Netshoes (Cayman) Ltd.)

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