Common use of Charges and Taxes Clause in Contracts

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Payments; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 4 contracts

Samples: Purchase Contract Agreement (CMS Energy Trust Ii), Purchase Contract Agreement (Aes Trust Iii), Purchase Contract Agreement (Medpartners Inc)

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Charges and Taxes. The Company will pay pay, or cause one of its subsidiaries to pay, all stock transfer transfer, stamp and similar taxes or duties attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Contract Adjustment Payments; provided, however, provided that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract Unit or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such Certificate or share certificates or Security Certificates of Common Stock unless or and until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Lazard Group Finance LLC), Purchase Contract Agreement (Lazard LTD)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Paymentsdeferred Contract Fees; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.. ARTICLE SIX

Appears in 1 contract

Samples: Purchase Contract Agreement (TRW Inc)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of [Common Stock Stock] [Preferred Stock] pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement PaymentsContracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract Security or any issuance of a share of [Common Stock Stock] [Preferred Stock] in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts Securities evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 1 contract

Samples: Purchase Contract Agreement (Hovnanian Enterprises Inc)

Charges and Taxes. The Company will shall pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement PaymentsContract Fees; provided, however, that the Company shall not be required to pay any such tax or taxes which that may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or is not payable.

Appears in 1 contract

Samples: Purchase Contract Agreement (K N Energy Inc)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Contract Adjustment Payments; provided, however, that the Company shall not be required to pay any -------- ------- such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract Security or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts Securities evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or that no such tax is due.

Appears in 1 contract

Samples: Purchase Contract Agreement (Alltel Corp)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Contract Adjustment Payments; provided, however, that the Company shall not be required -------- ------- to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract Security or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts Securities evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or that no such tax is due.

Appears in 1 contract

Samples: Purchase Contract Agreement (Alltel Corp)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock Shares pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Paymentsdeferred Contract Fees; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock Shares in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.. ARTICLE SIX

Appears in 1 contract

Samples: Purchase Contract Agreement (Prime Group Realty Trust)

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Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Contract Adjustment Payments; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in 58 66 respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 1 contract

Samples: Purchase Contract Agreement (Owens Corning Capital Ii)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Paymentsdeferred Contract Fees; provided, -------- however, that the Company shall not be required to pay any such tax or taxes ------- which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.. ARTICLE SIX

Appears in 1 contract

Samples: Purchase Contract Agreement (Monsanto Co)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of PCS Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement PaymentsContract Adjustment Payment; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract Security or any issuance of a share of PCS Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts Securities evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or that no such tax is due.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement Paymentspremium (in the case of the Company's election to pay such premium in Common Stock upon a Mandatory Acceleration); provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sunamerica Capital Trust Vi)

Charges and Taxes. The Company will pay all ------------------ stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of PCS Common Stock pursuant to the Purchase Contracts and in payment of any Deferred Yield Enhancement PaymentsContract Adjustment Payment; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Security Certificate evidencing a Purchase Contract Security or any issuance of a share of PCS Common Stock in a name other than that of the registered Holder of a Security Certificate surrendered in respect of the Purchase Contracts Securities evidenced thereby, other than in the name of the Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Security Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidpaid or that no such tax is due.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

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