Common use of Payments to Others Clause in Contracts

Payments to Others. If payment of Merger Consideration in respect of shares of Capital Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 3 contracts

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

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Payments to Others. If payment of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Outstanding Capital Stock Certificate is registered, it shall be a condition to such payment that the Company Letter of Transmittal reflecting such Outstanding Capital Stock Certificate so surrendered shall be properly endorsed completed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company such Outstanding Capital Stock Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Life360, Inc.), Agreement and Plan of Merger (Life360, Inc.)

Payments to Others. If payment of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC), Agreement of Merger (Riverbed Technology, Inc.)

Payments to Others. If payment of Merger Consideration in respect of shares of Capital Company Common Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment (i) that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and (ii) that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Downs Inc)

Payments to Others. If payment or issuance of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment or issuance that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment or issuance shall have paid any transfer and other similar Taxes required by reason of such payment or issuance in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (Splunk Inc)

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Payments to Others. If payment of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to Section 1.5 is to be made to a Person other than the Person in whose name a surrendered such shares of Company Capital Stock Certificate is are registered, it shall be a condition to such payment that the any Company Stock Certificate so surrendered in respect thereof shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered thereof or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Autodesk Inc)

Payments to Others. If payment of Merger Consideration in respect of shares of Company Capital Stock converted pursuant to Section 1.5 2.6 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment that the Company Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 1 contract

Samples: Agreement of Investment and Merger (Techne Corp /Mn/)

Payments to Others. If payment and/or issuance of Merger Consideration in respect of shares of Capital Stock converted pursuant to Section 1.5 1.5(b) is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate is registered, it shall be a condition to such payment that and/or issuance that: (i) the Company Stock Certificate (if any) so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer transfer; and that (ii) the Person requesting such payment shall have has paid any transfer and other similar Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate surrendered or shall have has established to the satisfaction of Parent that such Tax either has been paid or is not payable.

Appears in 1 contract

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

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