Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares securities of Acquiror Common Stock Purchaser is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares securities of Acquiror Common Stock Purchaser in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares securities of Acquiror Common Stock is Purchaser are to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares securities of Acquiror Common Stock Purchaser in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock Purchaser Ordinary Shares is to be issued in a name other than that in which the Certificate Company Ordinary Share certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares securities of Acquiror Common Stock Purchaser in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Company Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror the Company or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Company Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror the Company or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate certificates for shares of Acquiror ---------------------- Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate certificates for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13) required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that such issuance be in accordance with applicable law and that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror Common ---------------------- Purchaser Preferred Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Common Purchaser Preferred Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13(c)) required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror Purchaser Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is requested to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of to the issuance thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid (and presented to Acquiror or any agent designated by it the Exchange Agent documents evidencing such payment), any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate so surrendered, or have established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate certificates for shares of Acquiror Company Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will shall be a condition of to the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Company or any agent designated by it Company any transfer or other taxes required by reason of the issuance of a certificate Certificates for shares of Acquiror Company Common Stock in any name other than that of the registered holder holders of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Company or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in SECTION 2.13) required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Buyer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Buyer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Buyer ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it Buyer any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued pursuant to the Merger in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Buyer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate or Stock Assignment so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it Buyer any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate surrenderedsurrendered or Stock Assignment delivered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Buyer ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Buyer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Buyer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of to the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Buyer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that the Escrow Agent or the name in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror ---------------------- Purchaser Common Stock is and Preferred Stock are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Purchaser Common Stock and Preferred Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror ---------------------- Visigenic Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Visigenic or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Visigenic Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Visigenic or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror BOTH Common Stock is to be issued pursuant to the Merger in a name other than that in which the Certificate surrendered in exchange therefor therefore is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror BOTH or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror BOTH Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror BOTH or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock Merger Consideration is to be issued in a name or to a Person other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will shall have paid to Acquiror or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common or Preferred Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common or Preferred Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock Issuer's common stock and preferred stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Issuer or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock Issuer's common stock and preferred stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Issuer, or any agent designated by it it, that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror Buyer Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Buyer or any agent designated by it any transfer or other taxes Taxes (as defined herein) required by reason of the issuance of a certificate for certificates representing shares of Acquiror Buyer Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Buyer or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Acquiror, or any agent designated by it it, any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the reasonable satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Company Common Stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Company or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Company Common Stock in any name other than that of the registered holder of the Certificate certificate surrendered, or established to the satisfaction of Acquiror Company or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.. (f)

Transfers of Ownership. If any certificate for shares of Acquiror Common Capital Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Capital Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed or accompanied by a stock power duly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for certificates representing the shares of Acquiror Ascend Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Ascend or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing the shares of Acquiror Ascend Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Ascend or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate Certificates for shares of Acquiror Company ---------------------- Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will shall be a condition of to the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Company or any agent designated by it Company any transfer or other taxes required by reason of the issuance of a certificate Certificates for shares of Acquiror Company Common Stock in any name other than that of the registered holder holders of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Company or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the reasonable satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate certificates for shares of Acquiror ---------------------- Purchaser Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Purchaser or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate certificates for shares of Acquiror Purchaser Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Purchaser or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of ---------------------- Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will shall be a condition of the issuance thereof that the Certificate so surrendered will be is properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it the Exchange Agent any transfer or other taxes Taxes (as defined in Section 2.13) required by reason of the ------------ issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it the Exchange Agent that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror Acquirer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror Acquirer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Acquiror Acquirer Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror Acquirer or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate certificates for shares of Acquiror Company ---------------------- Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will shall be a condition of to the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Company or any agent designated by it Company any transfer or other taxes required by reason of the issuance of a certificate Certificates for shares of Acquiror Company Common Stock in any name other than that of the registered holder holders of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror Company or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate certificates for shares of Acquiror Spectre Common Stock is and the Warrants are to be issued in a name other than that in which the Certificate Company Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Company Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person persons requesting such exchange will have paid to Acquiror Spectre or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate certificates for shares of Acquiror Spectre Common Stock and the Warrants in any name other than that of the registered holder of the Certificate Company Certificates surrendered, or established to the satisfaction of Acquiror Spectre or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate for certificates representing shares of Acquiror Holdings Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Persons requesting such exchange will have paid to Acquiror the Exchange Agent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for certificates representing shares of Acquiror Holdings Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror the Exchange Agent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If If, at the request of the registered holder thereof, any certificate for shares of Acquiror Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the such issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror Common Stock in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate for shares of Acquiror the Company Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed or accompanied by appropriate stock powers, and otherwise in proper form for transfer and that the person Persons requesting such exchange will have paid to Acquiror the Company or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of a certificate for shares of Acquiror the Company Common Stock in any name other than that of the registered holder of the Certificate Certificates surrendered, or established to the satisfaction of Acquiror the Company or any agent designated by it that such tax has any such Taxes have been paid or is are not payable.