Common use of Transfers of Ownership Clause in Contracts

Transfers of Ownership. If any certificate representing shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock Shares in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or (ii) established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. W02-SD:6AFP1\51393538 -9- Agreement and Plan of Merger 09EY-117690 PAGE

Transfers of Ownership. If any certificate representing shares of for Parent Common Stock Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing shares of a certificate for Parent Common Stock Shares in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of for Parent Common Stock Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of a certificate for Parent Common Stock Shares in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of Parent Common Stock or cash is to be issued paid or allocated in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance payment or allocation thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any person designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock Shares in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued by the Exchange Agent in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof of the shares of Parent Common Stock that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock a check in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of for Parent Common Stock is to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of Cash Consideration and the issuance of certificates representing shares of a certificate for Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of to the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or have established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor therefore is registered, it will be a condition of the issuance thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing Certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of Parent Common Stock is are to be issued in a name other than that in which the Certificate Certificates surrendered in exchange therefor is are registered, it will be a condition of the issuance thereof that the Certificate Certificates so surrendered will be are properly endorsed and otherwise in proper form for transfer and that the persons Persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes Taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax Tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, registered it will be a condition of the issuance or delivery thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of for Parent Common Stock Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of a certificate for Parent Common Stock Shares in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor therefore is registered, it will be a condition of to the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or have established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate certificate surrendered in exchange therefor is registered, it will be a condition of to the issuance thereof that the Certificate certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.. 8

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor therefore is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued in a name other than that in which the Stock Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Stock Certificate so surrendered will be have been properly endorsed and otherwise in proper form for transfer and that the persons Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason because of the issuance of certificates representing a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificates Stock Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing for shares of Parent Common Stock is to be issued by the Exchange Agent in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock a check in any name other than that of the registered holder of the Certificates Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

Transfers of Ownership. If any certificate representing shares of Parent Common Stock is are to be issued delivered in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance delivery thereof that the Certificate so surrendered will shall be properly endorsed and otherwise in proper form for transfer and that the persons person requesting such exchange will shall have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares delivery of Parent Common Stock in any name other than that of the registered holder of the Certificates Certificate surrendered, or established establish to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.