Transferred Certificates Clause Samples
The 'Transferred Certificates' clause defines the rules and procedures governing the transfer of certificates from one party to another. Typically, this clause outlines the conditions under which certificates can be assigned, the necessary approvals or documentation required, and any restrictions on transferability. For example, it may specify that certificates can only be transferred to qualified entities or that certain notifications must be provided to the issuer. The core function of this clause is to ensure that the transfer process is clear, controlled, and compliant with any relevant regulations, thereby preventing unauthorized or improper transfers.
Transferred Certificates. If any payment under this Article III is to be made to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or such person shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.
Transferred Certificates. If the Common Closing Stock or the Preferred Closing Stock is to be delivered to a person other than the person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the delivery of the Common Closing Stock or the Preferred Closing Stock, as the case may be, that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock transfer powers and any other documents required by Manugistics and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid.
Transferred Certificates. If any payment under this Section 2.8 is to be made to a Person other than the Person in whose name the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of payment that the Company Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of the Company Certificate surrendered or such Person shall establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.
Transferred Certificates. If USI Common Stock and Closing Cash Consideration is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the delivery of the USI Common Stock and the cash portion of the Cash Consideration at the Closing that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock transfer powers and any other documents required by USI and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Soft Plus Shareholder Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of USI or its designee that such taxes have been paid or are not required to be paid.