Common use of No Withholding Tax Clause in Contracts

No Withholding Tax. All payments to be made by or on behalf of the Company under this Agreement and, except as disclosed in the Registration Statement and the Prospectus, all dividends and other distributions declared and payable on the Placement Shares may, under the current laws and regulations of Bermuda, the United Kingdom or of any other jurisdiction in which the Company is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes or has a permanent establishment, any jurisdiction from or through which a payment is made by or on behalf of the Company, or any political subdivision, authority or agency in or of any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), be paid in US dollars that may be converted into another currency and freely transferred out of any Relevant Taxing Jurisdiction. Except as disclosed in the Registration Statement and the Prospectus, all dividends and other distributions declared and payable on the Placement Shares may currently be paid to holders of the Placement Shares without the necessity of obtaining any governmental authorization in any Relevant Taxing Jurisdiction and will not be subject to withholding taxes under the current laws and regulations of any Relevant Taxing Jurisdiction.

Appears in 2 contracts

Samples: Sales Agreement (Axovant Gene Therapies Ltd.), Sales Agreement (Axovant Gene Therapies Ltd.)

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No Withholding Tax. All payments to be made by or on behalf of the Company under this Agreement and, except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, all dividends and other distributions declared and payable on the Placement Offered Shares may, under the current laws and regulations of Bermuda, the United Kingdom or of any other jurisdiction in which the Company is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes or has a permanent establishment, any jurisdiction from or through which a payment is made by or on behalf of the Company, or any political subdivision, authority or agency in or of any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), be paid in US dollars that may be converted into another currency and freely transferred out of any Relevant Taxing Jurisdiction. Except as disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, all dividends and other distributions declared and payable on the Placement Offered Shares may currently be paid to holders of the Placement Offered Shares without the necessity of obtaining any governmental authorization in any Relevant Taxing Jurisdiction and will not be subject to withholding taxes under the current laws and regulations of any Relevant Taxing Jurisdiction.

Appears in 2 contracts

Samples: Underwriting Agreement (Axovant Gene Therapies Ltd.), Underwriting Agreement (Axovant Sciences Ltd.)

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No Withholding Tax. All payments to be made by or on behalf of the Company under this Agreement and, except (i) as otherwise disclosed in the Registration Statement Statement, any Preliminary Prospectus and the ProspectusProspectus and (ii) with respect to payments or distributions made to a 5% shareholder of the Company, in the event of, or subsequent to, a default, all dividends interest, principal, premium, if any, additional amounts, if any, and other payments by or on behalf of the Company on or under the New Notes or the guarantees thereof may and any dividends or other distributions declared and payable paid on the Placement Shares mayWarrants and the Underlying Securities, under the current laws and regulations of Bermuda, the United Kingdom Curaçao and The Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, or of any other jurisdiction in which the Company or a Guarantor, as the case may be, is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes or has a permanent establishment, any jurisdiction from or through which a payment is made by or on behalf of the Company, or any political subdivision, authority or agency in or of any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), be paid in US dollars U.S. Dollars that may be converted into another currency and freely transferred out of any the Relevant Taxing Jurisdiction. Except as disclosed Jurisdiction and all such payments and distributions will not be subject to withholding or other taxes under the current laws and regulations of the Relevant Taxing Jurisdiction and are otherwise payable free and clear of any other tax, withholding or deduction in the Registration Statement Relevant Taxing Jurisdiction and the Prospectus, all dividends and other distributions declared and payable on the Placement Shares may currently be paid to holders of the Placement Shares without the necessity of obtaining any governmental authorization in any Relevant Taxing Jurisdiction and will not be subject to withholding taxes under the current laws and regulations of any Relevant Taxing Jurisdiction.

Appears in 1 contract

Samples: Dealer Manager Agreement (Central European Media Enterprises N.V.)

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