Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Fitbit, Inc.), Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment a transferee so long as (A) the surrendered Certificate is accompanied by all documents required to evidence and effect that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay to the Paying Agent (1) pays any applicable transfer Taxes or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish (2) establishes to the satisfaction of Parent and the Paying Agent that any such Tax has Taxes have already been paid or is are not payableapplicable.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transatlantic Petroleum Ltd.), Agreement and Plan of Merger (Interpool Inc), Agreement and Plan of Merger (Gevity Hr Inc)
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment a transferee so long as (A) the surrendered Certificate is accompanied by all documents required by Parent to evidence and effect that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay (x) pays any applicable transfer Taxes or (y) establishes to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent and the Paying Agent that any such Tax has transfer Taxes have already been paid or is are not payableapplicable.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Reis, Inc.), Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment a transferee so long as (A) the surrendered Certificate is accompanied by all documents required to evidence and effect that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Paying Agent shall be entitled to deduct any applicable transfer Taxes from the Merger Consideration in accordance with the provisions of Section 2.02(e), unless the Person requesting such payment shall pay to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish establishes to the satisfaction of the Paying Agent that any such Tax has Taxes have already been paid or is are not payableapplicable.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Bradley Pharmaceuticals Inc)
Unregistered Transferees. If any portion part of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then such part of the Merger Consideration may be a condition paid or otherwise delivered to such payment that a transferee so long as (i) either the surrendered Certificate is accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay (A) pays any applicable transfer Taxes or (B) establishes to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Paying Agent that such Tax has Taxes have already been paid or is are not payableapplicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insight Enterprises Inc), Agreement and Plan of Merger (Insight Enterprises Inc)
Unregistered Transferees. If any portion of the Merger Transaction Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Transaction Consideration may be a condition paid to such payment a transferee so long as (A) the surrendered Certificate is accompanied by all documents required to evidence and effect that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay to the Paying Agent (1) pays any applicable transfer Taxes or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish (2) establishes to the satisfaction of Parent and the Paying Agent that any such Tax has Taxes have already been paid or is are not payableapplicable.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation, Agreement and Plan of Amalgamation (SeaCube Container Leasing Ltd.)
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment a transferee so long as (A) the surrendered Certificate is accompanied by all documents reasonably required by Acquirer to evidence and effect that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay (x) pays any applicable transfer Taxes or (y) establishes to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Acquirer and the Paying Agent that all such Tax has transfer Taxes have already been paid or is are not payableapplicable.
Appears in 1 contract
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment that a transferee so long as (iA) either the surrendered Certificate is accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay (1) pays any applicable transfer taxes or (2) establishes to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent and the Paying Agent that such Tax has taxes have already been paid or is are not payableapplicable.
Appears in 1 contract
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment a transferee so long as (A) the surrendered Certificate is accompanied by all documents required by Parent to evidence and effect that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay (1) pays any applicable transfer taxes or (2) establisbes to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent and the Paying Agent that any such Tax has transfertaxes have already been paid or is are not payableapplicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Unregistered Transferees. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall then the Merger Consideration may be a condition paid to such payment that a transferee so long as (iA) either the surrendered Certificate is accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (iiB) the Person requesting such payment shall pay (1) pays any applicable transfer Taxes or (2) establishes to the Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Paying Agent that such Tax has Taxes have already been paid or is are not payableapplicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kramont Realty Trust)
