Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Company Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Company Stock Certificate or the transferred Company Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Company Stock Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Company Stock Certificate or Company Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or Parent Certificate or the transferred Book-Entry Share or Parent Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate or Parent Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share or Parent Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate, Parent Certificate, Book-Entry Share or Parent Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity, or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act) (each, a “Person”) other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the transferred Book-Entry Share is registered, it shall be a condition to such payment that: (i) such Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Parent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Parent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Closing Consideration is to be paid to a Person other than the Person in whose name the Company Unit is registered in the books and records of the Company, it shall be a condition to such payment that: (i) such Person requesting such payment of the Closing Consideration shall deliver documentary evidence reasonably satisfactory to the Exchange Agent of a transfer to such Person of the right to receive the Closing Consideration; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of the applicable Company Unit or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Stock Certificate is registered, it shall be a condition to such payment that: (a) such Stock Certificate shall be properly endorsed or shall otherwise be in proper form for transfer; and (b) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Stock Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Shares are registered, it shall be a condition to such payment that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Shares or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Membership Units is registered, it shall be a condition to such payment that: (i) such Membership Units shall be transferred; and (ii) the Person requesting such payment shall pay to Parent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Membership Units, or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not payable.
Payments to Non-Registered Holders. If any portion of the Per Share Cash-Out Consideration is to be paid to a Person or other than the Person in whose name the surrendered Certificate or the transferred Book Entry Share, as applicable, is registered, or as the case may be, if any portion of the Exchange Consideration or Earn-Out Shares is to be paid to a Person other than the Person in whose name the surrendered and cancelled Note or affidavit of loss of such Note, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate, or such cancelled Note or affidavit of loss of such Note shall be properly endorsed or shall otherwise be in proper form for transfer, or such Book Entry Shares shall be property transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate, Book Entry Share, or the cancelled Note or affidavit of loss of such Note, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
