Common use of Unregistered Transferees Clause in Contracts

Unregistered Transferees. If any Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Old Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Old Certificate is accompanied by all documents reasonably required by Parent to evidence and effect that transfer and (B) the Person requesting such payment (1) pays any applicable transfer Taxes or (2) establishes to the reasonable satisfaction of Parent and the Paying Agent that any such Taxes have already been paid or are not applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)

AutoNDA by SimpleDocs

Unregistered Transferees. If any Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Old Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Old Certificate is accompanied by all documents reasonably required by Parent to evidence and effect that transfer and (B) the Person requesting such payment (1x) pays any applicable transfer or similar Taxes or (2y) establishes to the reasonable satisfaction of Parent and the Paying Agent that any such transfer or similar Taxes have already been paid or are not applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)

Unregistered Transferees. If any Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Old Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Old Certificate is accompanied by all documents reasonably required by Parent to evidence and effect that transfer and (B) the Person requesting such payment (1) pays any applicable transfer Taxes taxes or (2) establishes to the reasonable satisfaction of Parent and the Paying Agent that any such Taxes transfer taxes have already been paid or are not applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inteliquent, Inc.)

AutoNDA by SimpleDocs

Unregistered Transferees. If any Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Old Certificate is registered, then the Merger Consideration may be paid to such a transferee so long as (A) the surrendered Old Certificate is accompanied by all documents reasonably required by Parent to evidence and effect that transfer and (B) the Person requesting such payment (1) pays any applicable transfer Taxes or (2) establishes to the reasonable satisfaction of Parent and the Paying Agent that any such transfer Taxes have already been paid or are not applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ATC Technology CORP)

Time is Money Join Law Insider Premium to draft better contracts faster.