Common use of Payments to Others Clause in Contracts

Payments to Others. If payment of consideration in respect of shares of Company Capital Stock or Company Warrants converted pursuant to Section 1.6 of this Agreement is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate or Company Warrant is registered, it shall be a condition to such payment that the Company Stock Certificate or Company Warrant 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 Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate or Company Warrant surrendered or shall have established to the satisfaction of Parent and the Paying Agent that such Tax either has been paid or is not payable.

Payments to Others. If payment of consideration Merger Consideration in respect of shares of Company Capital Stock or Company Warrants converted pursuant to Section 1.6 of this Agreement 1.5 or Section 1.6, as applicable, is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate or Company Warrant Warrant, as applicable, is registered, it shall be a condition to such payment that (i) the Company Stock Certificate or Company Warrant Warrant, as applicable, so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (ii) the Person requesting such payment shall have has paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Company Stock Certificate or Company Warrant Warrant, as applicable, surrendered or shall have has established to the satisfaction of Parent and the Paying Agent that such Tax either has been paid or is not payable.

Payments to Others. If payment or issuance of consideration Merger Consideration in respect of shares of Company Capital Stock or Company Warrants converted pursuant to Section 1.6 of this Agreement 1.5 is to be made to a Person other than the Person in whose name a surrendered Company Stock Certificate or Company Warrant is registered, it shall be a condition to such payment or issuance that the Company Stock Certificate or Company Warrant 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 Taxes required by reason of such payment or issuance in a name other than that of the registered holder of the Company Stock Certificate or Company Warrant surrendered or shall have established to the satisfaction of Parent and the Paying Agent that such Tax either has been paid or is not payable.