Common use of Transfer Taxes Clause in Contracts

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 75 contracts

Samples: Securities Purchase Agreement (CenterStaging Corp.), Securities Purchase Agreement (Accentia Biopharmaceuticals Inc), Security Agreement (Center for Wound Healing, Inc.)

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Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 60 contracts

Samples: Security Agreement (Capital Growth Systems Inc /Fl/), Securities Purchase Agreement (ESP Resources, Inc.), Purchase Agreement (Octavian Global Technologies, Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 53 contracts

Samples: Escrow Agreement (Synthetic Blood International Inc), Security Agreement (China Expert Technology Inc), Securities Purchase Agreement (Bullion River Gold Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Debentures shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such Debentures so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 46 contracts

Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Subscription Agreement (Brampton Crest International Inc), Securities Purchase Agreement (Hartville Group Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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 35 contracts

Samples: Securities Purchase Agreement (Ads in Motion, Inc.), Securities Purchase Agreement (Recovery Energy, Inc.), Blue Calypso, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Note and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 31 contracts

Samples: Fourth Extension and Amendment Agreement (Envision Solar International, Inc.), AtheroNova Inc., Green Ballast, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 28 contracts

Samples: Debt Purchase Agreement (Titan Iron Ore Corp.), Security Agreement (CenterStaging Corp.), Securities Purchase Agreement (Concentric Energy Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Notes shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such Notes so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 24 contracts

Samples: Loan Modification Agreement (Whispering Oaks International Inc), Airguide, Inc., Lexaria Corp.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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 17 contracts

Samples: Exchange Agreement (Blue Calypso, Inc.), Promissory Note (Bridgeline Digital, Inc.), NewBridge Global Ventures, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 17 contracts

Samples: Second Note Amendment Agreement (Magnolia Solar Corp), Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such Debentures so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 16 contracts

Samples: Aprecia Inc, Brillian Corp, Us Dataworks Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 15 contracts

Samples: CrowdGather, Inc., Aurelio Resource Corp, Statmon Technologies Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 8 contracts

Samples: White River Energy Corp., Gaming Technologies, Inc., White River Energy Corp.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series A Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series A Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 7 contracts

Samples: Letter Agreement (Verastem, Inc.), Letter Agreement (Cullinan Oncology, Inc.), Agreement and Plan of Merger (Unum Therapeutics Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion Conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion Conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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 6 contracts

Samples: Security Agreement (US Dry Cleaning Services Corp), Security Agreement (US Dry Cleaning Services Corp), Security Agreement (US Dry Cleaning Services Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary documentary, stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted converted, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 6 contracts

Samples: Registration Rights Agreement (GeoPharma, Inc.), Registration Rights Agreement (GeoPharma, Inc.), Registration Rights Agreement (GeoPharma, Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Debenture so converted such shares of Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 6 contracts

Samples: Securities Purchase Agreement (NewCardio, Inc.), Securities Purchase Agreement (Advanced Battery Technologies, Inc.), Exchange Agreement (Converted Organics Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 6 contracts

Samples: Actiga Corp, Linux Gold Corp, Omnireliant Holdings, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Note and the Company Borrower shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Borrower the amount of such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid.

Appears in 6 contracts

Samples: Thermoenergy Corp, Thermoenergy Corp, Thermoenergy Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the that, Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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 5 contracts

Samples: Securities Purchase Agreement (Discovery Energy Corp.), Securities Purchase Agreement (Discovery Energy Corp.), Discovery Energy Corp.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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. The Company shall be responsible for all charges of the Transfer Agent in connection with the conversion of the Notes as well as charges incurred for legal opinions in connection with such conversions.

Appears in 5 contracts

Samples: Alpha Healthcare Acquisition Corp Iii, Curative Biotechnology Inc, Jupiter Neurosciences, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series B Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series B Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 4 contracts

Samples: Securities Exchange Agreement (Oncothyreon Inc.), Letter Agreement (Pieris Pharmaceuticals, Inc.), Loan and Security Agreement (Cytokinetics Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock and Warrants on conversion of this Debenture Note shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: China Education Alliance Inc., China Education Alliance Inc., China Education Alliance Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on Shares upon conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Convertible Debenture (Intelligent Highway Solutions, Inc.), Axxess Pharma Inc., Sombrio Capital Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates; provided, provided that however, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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: Lifevantage Corp, Lifevantage Corp, Mitek Systems Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock Series B Shares on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Note and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Vape Holdings, Inc., Vape Holdings, Inc., Vape Holdings, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock or Qualified Securities, as applicable, on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Note and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Stationdigital Corp, Stationdigital Corp, Stationdigital Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Series A Preferred Stock shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Series A Preferred Stock so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Securities Purchase Agreement (China Education Alliance Inc.), Securities Purchase Agreement (China Wind Systems, Inc), Securities Purchase Agreement (Malex Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series D Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series D Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 3 contracts

Samples: Letter Agreement (Pieris Pharmaceuticals, Inc.), Underwriting Agreement (Spero Therapeutics, Inc.), Subscription Agreement (Cascadian Therapeutics, Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Series A Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Series A Preferred Stock so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vringo Inc), Agreement of Merger and Plan of Reorganization (Eon Communications Corp), Agreement of Merger and Plan of Reorganization (Eon Communications Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof of such shares upon transfer 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 3 contracts

Samples: Assignment and Assumption Agreement (First Capital Real Estate Trust Inc), Assignment and Assumption Agreement (Photomedex Inc), Jishanye, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Series A Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Series A Preferred Stock so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 3 contracts

Samples: Merger Agreement (Telik Inc), Merger Agreement (Telik Inc), Agreement and Plan of Merger (Telik Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock Shares on conversion of this Debenture Series A Preferred Shares shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Debenture so converted such Series A Preferred Shares and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 3 contracts

Samples: The Arrangement Agreement (DecisionPoint Systems, Inc.), The Arrangement Agreement (DecisionPoint Systems, Inc.), The Arrangement Agreement (Comamtech Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series X Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series X Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 3 contracts

Samples: Investment Agreement (Cti Biopharma Corp), Securities Purchase Agreement (Heska Corp), Letter Agreement (Cidara Therapeutics, Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on Shares or Existing Series A Convertible Preferred Shares upon conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 3 contracts

Samples: Escrow Agreement (Wizard World, Inc.), Wizard World, Inc., Wizard World, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series C Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series C Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 3 contracts

Samples: Investment Agreement (Spero Therapeutics, Inc.), Registration Rights Agreement (Bain Capital Life Sciences Fund, L.P.), Securities Exchange Agreement (Oncothyreon Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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 3 contracts

Samples: Spectrascience Inc, Spectrascience Inc, Spectrascience Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Preferred Stock so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ortec International Inc), Registration Rights Agreement (Harvey Electronics Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series Y Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series Y Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 2 contracts

Samples: Investment Agreement (XOMA Corp), Investment Agreement (Biotechnology Value Fund L P)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company Issuer shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company Issuer shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Issuer the amount of such tax or shall have established to the satisfaction of the Company Issuer that such tax has been paid.

Appears in 2 contracts

Samples: Security Agreement (Gulfstream International Group Inc), Security Agreement (Gulfstream International Group Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates; provided, provided that however, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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.. Restricted Securities . By accepting the benefits of the Securities, Holder hereby covenants, agrees, represents and warrants the following:

Appears in 2 contracts

Samples: Spy Inc., Spy Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Series C Preferred Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Settlement Agreement (GEE Group Inc.), GEE Group Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Note shall be made without charge to the Holder hereof Payee for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Payee and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Whereas (Saint James CO), Saint James CO

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Series A Preferred Stock shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Series A Preferred Stock so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Computer Software Innovations Inc), First Amendment (Computer Software Innovations Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Wild Craze, Inc., Wild Craze, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture the Series E Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder registered Holder(s) of this Debenture so converted such shares of Series E Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 2 contracts

Samples: Letter Agreement (Pieris Pharmaceuticals, Inc.), Underwriting Agreement (Cascadian Therapeutics, Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Western Power & Equipment Corp, Western Power & Equipment Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates; provided, provided that however, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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: Spy Inc., Spy Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on Conversion Share upon conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Convertible Debenture (Sports Field Holdings, Inc.), MamaMancini's Holdings, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Notes shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company Issuer shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such Notes so converted and the Company Issuer shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Issuer the amount of such tax or shall have established to the satisfaction of the Company Issuer that such tax has been paid.

Appears in 2 contracts

Samples: The3rdBevco Inc., The3rdBevco Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: American Tonerserv Corp., Genesis Pharmaceuticals Enterprises, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Conversion Shares shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesConversion Shares, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate Conversion Shares upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates Conversion Shares unless or until the person Person or persons Persons requesting the 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: Amendment Agreement (Cord Blood America, Inc.)

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Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note or any interest on this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Blue Earth, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Conversion Shares shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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: Entia Biosciences, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion Conversion of this Refinancing Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion Conversion in a name other than that of the Holder of this Refinancing Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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: Security Agreement (US Dry Cleaning Services Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Hardwired Interactive, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on Shares upon conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Vizconnect, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Senior Secured Convertible Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Senior Secured Convertible Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Securities Purchase Agreement (Ibsg International Inc)

Transfer Taxes. The issuance of certificates for shares of the Common -------------- Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Trinity Learning Corp

Transfer Taxes. The issuance of certificates for shares -------------- of the Common Stock on conversion of this Debenture Convertible Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Convertible Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Petrosearch Energy Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on Conversion Shares upon conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Kannalife Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock or Pubco Common Stock on conversion of this Subordinated Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Subordinated Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Mojo Ventures, Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company Issuer shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Issuer or the Company the amount of such tax or shall have established to the satisfaction of the Company Issuer that such tax has been paid.

Appears in 1 contract

Samples: Sendtec, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Orbital Tracking Corp.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Grid Note shall be made without charge to the Holder Lender hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Lender of this Debenture the Grid Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Debt Conversion Agreement (Web2 Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Franklyn Resources Iii Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall Preferred Stock will be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall will not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Debenture so converted such shares of Preferred Stock and the Company shall will not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall will 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: Securities Purchase Agreement (Bridgeline Digital, Inc.)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Securities Purchase Agreement (Las Vegas Gaming Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Preferred Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted Note and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Sionix Corp

Transfer Taxes. The issuance of certificates for shares of the Series A Preferred Stock or Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: T3 Motion, Inc.

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary documentary, stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Note so converted converted, and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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: Registration Rights Agreement (Vitesse Semiconductor Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on upon conversion of this Debenture Series G Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that (a) the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Debenture so converted such shares and (b) the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

Transfer Taxes. The issuance of certificates for shares of the Common Stock Shares on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Chalk Media Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this such Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: New Frontier Energy Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock Restricted ADSs or ADSs on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Securities Purchase Agreement (Edap TMS Sa)

Transfer Taxes. The issuance of certificates for shares of the Common Stock Conversion Shares on conversion of this Debenture the Series J Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Series J Preferred Stock so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 1 contract

Samples: Exchange Agreement (Elite Pharmaceuticals Inc /Nv/)

Transfer Taxes. The issuance of certificates for shares of the Preferred Stock and Common Stock on conversion Exchange of this the Subordinated Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion Exchange in a name other than that of the Holder holder of this the submitted Subordinated Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the 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: Amended and Restated Reorganization Agreement (US Dry Cleaning Services Corp)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so Debentureso converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: American Scientific Resources Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Convertible Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture Convertible Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Petrosearch Energy Corp

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture the Preferred Stock shall be made without charge to the any Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder Holders of this Debenture so converted such shares of Preferred Stock and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 1 contract

Samples: Adoption Agreement (Greenman Technologies Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock Restricted ADSs or ADSs on conversion exercise of this Debenture Warrant shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion exercise in a name other than that of the Holder of this Debenture so converted Warrant and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Securities Purchase Agreement (Edap TMS Sa)

Transfer Taxes. The issuance of certificates for shares of the Common Stock Conversion Shares and Warrants on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates; provided, provided however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Subscription Agreement (Trunity Holdings, Inc.)

Transfer Taxes. The issuance of certificates for --------------- shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: UC Hub Group Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such shares of Preferred Stock so converted and the Company Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid.

Appears in 1 contract

Samples: Agreement (Waverider Communications Inc)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any United States’ documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Guardian Technologies International Inc

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatescertificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Debenture such Notes so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the 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: Credit Facility Agreement (Protalex Inc)

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