Common use of Stamp or Other Transfer Taxes Clause in Contracts

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to USCo or CallCo pursuant to the Exchange Rights or the Automatic Exchange Rights, the certificate or certificates representing USCo Common Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary: (i) shall pay (and none of USCo, CallCo, AcquisitionCo or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a person other than such Beneficiary, or (ii) shall have evidenced to the satisfaction of the Trustee, USCo, CallCo and AcquisitionCo that such taxes, if any, have been paid.

Appears in 4 contracts

Samples: Voting and Exchange Trust Agreement (SimplePons, Inc.), Voting and Exchange Trust Agreement (SimplePons, Inc.), Voting and Exchange Trust Agreement (Quinko-Tek International, Inc.)

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Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to USCo US Gold or CallCo Callco pursuant to the Exchange Rights Right or the Automatic Exchange RightsRight, the share certificate or certificates representing USCo shares of US Gold Common Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; , provided, however, that such Beneficiary: (ia) shall pay (and none of USCoUS Gold, CallCoCallco, AcquisitionCo Exchangeco or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes similar Taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a person other than such Beneficiary, ; or (iib) shall have evidenced established to the satisfaction of the Trustee, USCoUS Gold, CallCo Callco and AcquisitionCo Exchangeco that such taxesTaxes, if any, have been paid.

Appears in 4 contracts

Samples: Voting and Exchange Trust Agreement (U S Gold Corp), Voting and Exchange Trust Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)

Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to USCo or CallCo FCE pursuant to the Exchange Rights Put Right or the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing USCo shares of FCE Common Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary: Beneficiary (ia) shall pay (and none of USCoFCE, CallCo, AcquisitionCo ExchangeCo or the Trustee shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a person other than such Beneficiary, Beneficiary or (iib) shall have evidenced to the satisfaction of the Trustee, USCo, CallCo FCE and AcquisitionCo ExchangeCo that such taxes, if any, have been paid.

Appears in 1 contract

Samples: Combination Agreement (Fuelcell Energy Inc)

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Stamp or Other Transfer Taxes. Upon any sale of Exchangeable Shares to USCo or CallCo Rockford pursuant to the exercise of the Exchange Rights Right or the Automatic Exchange RightsRight, the share certificate or certificates representing USCo Common Stock the Rockford Shares to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold; provided, however, that such Beneficiary: Beneficiary (ia) shall pay (and none of USCoRockford, CallCoCallco, AcquisitionCo Subco or the Trustee shall be required to pay) any documentary, stamp, transfer or of other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a person other than such Beneficiary, Beneficiary or (iib) shall have evidenced to the satisfaction of Rockford, Callco, Subco and the Trustee, USCo, CallCo and AcquisitionCo Trustee that such taxes, taxes (if any, ) have been paid.

Appears in 1 contract

Samples: Share Exchange Agreement (Rockford Minerals Inc /Fi)

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