Unregistered Transferees. If any Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Certificate is accompanied by all documents required by AcquisitionCo to evidence and effect that transfer and (B) the person requesting such payment (x) pays any applicable transfer Taxes or (y) establishes to the reasonable satisfaction of AcquisitionCo and the Paying Agent that any such transfer Taxes have already been paid or are not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sl Industries Inc), Agreement and Plan of Merger (Handy & Harman Ltd.)
Unregistered Transferees. If any Merger Consideration is to be paid to a person Person other than the person Person in whose name the surrendered Company Stock Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Company Stock Certificate is accompanied by all documents required by AcquisitionCo PubCo or the Company, as applicable, to evidence and effect that transfer and (B) the person Person requesting such payment (x1) pays any applicable transfer Taxes taxes or (y2) establishes to the reasonable satisfaction of AcquisitionCo PubCo and the Paying Exchange Agent that any such transfer Taxes taxes have already been paid or are not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruush Oral Care Inc.), Agreement and Plan of Merger (Bruush Oral Care Inc.)
Unregistered Transferees. If any Merger Consideration is to be paid to a person Person other than the person Person in whose name the surrendered Company Stock Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Company Stock Certificate is accompanied by all documents required by AcquisitionCo Parent or the Company, as applicable, to evidence and effect that transfer and (B) the person Person requesting such payment (x1) pays any applicable transfer Taxes taxes or (y2) establishes to the reasonable satisfaction of AcquisitionCo Parent and the Paying Exchange Agent that any such transfer Taxes taxes have already been paid or are not applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SilverSun Technologies, Inc.)
