Common use of Lost Certificates Clause in Contracts

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share allocable Merger Consideration payable pursuant to be paid in respect of the Common Shares formerly represented by such Certificate as contemplated under this Agreement.Article IV, without any interest thereon but subject to any applicable withholdings

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by the Buyer, the and posting by such Person of a bond in such reasonable amount sum as the Buyer may require reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond or surety in such reasonable and customary form and amount as the Buyer may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this Agreementwith respect thereto.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the BuyerBuyer or the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Buyer or the Paying Agent may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable to be paid in respect of the Shares formerly represented thereby pursuant to this Agreement.

Lost Certificates. If any Certificate Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate will pay the Per Share Merger Consideration payable pursuant in accordance with the terms of this Agreement to this Agreementthe registered owner of such Shares.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyerdestroyed, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable to be paid in respect of the shares of Company Common Stock formerly represented thereby pursuant to this Agreement; provided, however, that the Parent or the Exchange Agent may require delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to any such Certificate.

Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact holder’s compliance with the replacement requirements established by the Person claiming such Certificate to be lostPaying Agent, stolen or destroyed andincluding, if required by the Buyernecessary, the posting by such Person the holder of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Exchange Agent shall issue deliver in exchange for such the lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect of the Company Common Stock represented by the Certificate pursuant to this AgreementSection 2.2.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect thereof, pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant deliverable in respect thereof determined in accordance with this Article II; provided, however, that Parent or the Paying Agent may require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Entity with respect to this Agreementsuch Certificate or ownership thereof.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation or the Paying Agent, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation or the Paying Agent may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable to which the holder thereof is entitled pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, and the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent shall issue will issue, in each case, in exchange for such lostaffidavit and the posting of the bond, stolen or destroyed Certificate the Per Share Merger Consideration Consideration, payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue and pay to such person in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this AgreementConsideration.

Lost Certificates. If any Certificate certificate formerly representing any Shares shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by by, and delivery of a customary indemnity from, the Person claiming such Certificate certificate to be lost, stolen stolen, or destroyed anddestroyed, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue Purchaser will deliver in exchange for such lost, stolen stolen, or destroyed Certificate certificate the Per Share Merger Consideration payable applicable payment in respect of such certificate to which such Person is entitled pursuant to this Agreement.

Lost Certificates. If any Share Certificate or Unit Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Share Certificate or Unit Certificate to be lost, stolen or destroyed and, if required by Parent or the BuyerPaying Agent, the posting by such Person person of a bond or payment of an applicable fee in such reasonable amount as Parent or the Buyer Paying Agent reasonably may require as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Share Certificate or Unit Certificate the Per Share Merger applicable Cash Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue or pay in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the BuyerPaying Agent, the posting by such Person person of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue Merger Consideration in exchange for such lost, stolen or destroyed Certificate as though the Per Share Merger Consideration payable Certificate had been duly surrendered or presented to the Paying Agent pursuant to this AgreementSection 2.2.

Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerAcquiror, the posting by such Person of a bond in such reasonable amount as the Buyer Acquiror may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable with respect to such Certificate, to which such Person is entitled pursuant to this Agreementhereto.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Surviving Corporation or the BuyerPaying Agent, the posting by such Person person of a bond in such reasonable amount as Surviving Corporation or the Buyer Paying Agent reasonably may require as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Company Common Stock Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Surviving Corporation or the BuyerPaying Agent, the posting by such Person person of a bond in such reasonable amount as Surviving Corporation or the Buyer Paying Agent reasonably may require as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Company Common Share Cash Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant deliverable in respect thereof determined in accordance with this Article II; provided, however, that Parent or the Paying Agent may require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to this Agreementsuch Certificate or ownership thereof.

Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerCompany, the posting by such Person person of a bond in such reasonable amount as the Buyer Company may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable amount to which such person is entitled pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the BuyerPaying Agent, the entering into of an indemnity or the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this AgreementArticle III.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Company, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Company may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and an indemnity (without the requirement of posting a bond) by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyerdestroyed, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable Public Company Common Shares and any cash in lieu of fractional shares, and unpaid dividends and distributions on Public Company Common Shares deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed with such assurances as the Paying Agent may, in its discretion require, and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificate Certificates the Per Share Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Buyer, and the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue pay the Merger Consideration in exchange for respect of such lost, stolen stolen, defaced or destroyed Certificate the Per Share Merger Consideration payable pursuant to this AgreementCertificate.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSub, the posting by such Person person of a bond in such reasonable amount as the Buyer Sub may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this AgreementConsideration.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by of such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Buyer, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If In the event that any Certificate certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person person of a bond in such reasonable amount as the Buyer may require direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate certificate the Per Share Merger Consideration payable with respect to such certificate, to which such person is entitled pursuant to this Agreementhereto.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as and an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this AgreementArticle 2.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable to be paid in respect of the shares of Company Capital Stock formerly represented thereby pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by in form reasonably acceptable to the BuyerDisbursing Agent, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such CertificateDisbursing Agent will pay, the Paying Agent shall issue in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificate destroyed, the Per Share Merger Consideration payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this AgreementArticle.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerHolding Company, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Holding Company may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will pay in exchange for such lost, stolen or destroyed Certificate the Per Share applicable aaiPharma Merger Consideration payable pursuant to this Agreement.or

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and a customary indemnification of the Company and the Buyer in a form reasonably satisfactory to the Buyer by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Stock Consideration deliverable in respect thereof as and when payable pursuant to the terms of this Agreement.

Lost Certificates. If any Certificate certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person Seller claiming such Certificate certificate to be lost, stolen or destroyed anddestroyed, if required by the Buyer, the posting and an agreement by such Person of a bond in such reasonable amount as the Buyer may require as indemnity Seller to indemnify against any claim that may shall be made against it the Company or Buyer with respect to such Certificatecertificate, the Paying Agent Company shall issue deliver to such Seller a new certificate in exchange for such lost, stolen or destroyed Certificate certificate so that such new certificate can be delivered to Buyer at the Per Share Merger Consideration payable Closing pursuant to this AgreementSection 1.2(b).

Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person person of a bond in such reasonable amount as the Buyer may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall Buyer will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable cash deliverable in respect thereof pursuant to this AgreementSection 2.1 hereof.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the BuyerPaying Agent, the posting by such Person of a bond bond, in such reasonable customary amount as Parent or the Buyer Paying Agent may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid in respect of the Shares formerly represented by such Certificate, as contemplated under this AgreementARTICLE 2.

Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this AgreementConsideration.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSub, the posting by such Person providing of a bond in such reasonable amount as the Buyer may require as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this AgreementConsideration.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as and an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this AgreementArticle 2.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may reasonably require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration Amount payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as including agreeing to an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid in respect of the Shares formerly represented by such Certificate as contemplated under this AgreementArticle II.

Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the BuyerAcquirer, the posting by such Person person of a bond in such reasonable amount as the Buyer Acquirer may require direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent shall issue Exchange Consideration and, if applicable, any unpaid dividend and distributions on shares of Acquirer stock deliverable in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by the Buyer, the posting by such Person of a bond in such subject to reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatearrangements, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Stock Merger Consideration payable in respect thereof, pursuant to this Agreement.

Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerPaying Agent or the Surviving Corporation, the posting by such Person of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate a check in the Per Share amount of the Merger Consideration payable in respect thereof entitled to be received pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerPaying Agent or Parent, the posting by such Person of a bond in customary amount and upon such reasonable amount terms as the Buyer may require be required by Paying Agent or Parent as indemnity against any claim that may be made against it Paying Agent or Parent with respect regard to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect thereof, pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by the in form and substance reasonably acceptable to Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificateshall deliver, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per applicable Common Share Merger Consideration payable or Preferred Payment, as applicable, deliverable in respect thereof pursuant to this AgreementAgreement had such lost, stolen or destroyed Certificate been surrendered.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the BuyerSurviving Company, the posting by such Person of a an indemnity bond in such reasonable amount as a form and substance and with surety reasonably satisfactory to the Buyer may require as indemnity against any claim that may be made against it with respect to such CertificateSurviving Company, the Paying Agent shall issue shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerPaying Agent, the posting by such Person of a bond in such reasonable and customary amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, and the posting by such Person of a bond in such to the reasonable amount as satisfaction of Parent and the Buyer may require as indemnity against any claim that may be made against it with respect to such CertificatePaying Agent, the Paying Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Company Common Share Merger Consideration payable in respect thereof, pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyerdestroyed, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such CertificateDisbursing Agent will pay, the Paying Agent shall issue in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificate destroyed, the Per Per-Share Merger Consideration payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this AgreementArticle II.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable to be paid in respect of the shares of Company Common Stock formerly represented thereby pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required requested by Parent or the BuyerPaying Agent, the posting by such Person of a bond or providing an indemnity in such reasonable amount as Parent or the Buyer Paying Agent may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable with respect thereto pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of providing to Buyer a bond in such reasonable amount as the Buyer may require as written indemnity against any claim that may be made against it Buyer with respect to such Certificate, the Paying Agent shall issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share applicable portion of the Merger Consideration payable pursuant to be paid in respect of the Company Capital Shares formerly represented by such Certificate as contemplated under this AgreementArticle II.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreementwithout interest thereon.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, and the posting by such Person of a bond in such to the reasonable amount as satisfaction of Parent and the Buyer may require as indemnity against any claim that may be made against it with respect to such CertificatePaying Agent, the Paying Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Company Common Share Merger Consideration, Partnership Merger Consideration or OP LP LLC Membership Interests, as applicable, payable in respect thereof, pursuant to this Agreement.

Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerAcquiror, the posting by such Person person of a bond in such reasonable amount as the Buyer Acquiror may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerAcquiror or Surviving Company, the posting by such Person of a bond in such reasonable amount as the Buyer Acquiror or Surviving Company may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Company Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerMerger Sub, the posting by such Person providing of a bond in such reasonable amount as the Buyer may require as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this AgreementConsideration.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerCompany, the posting by such Person of a bond in such reasonable amount as the Buyer Company may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will pay in exchange for such lost, stolen or destroyed Certificate the Per Share Sxxxxxxxxx Merger Consideration payable to which the holder thereof is entitled pursuant to this AgreementArticle 3.

Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation or the Payment Agent, the posting by such Person of a bond bond, in such reasonable amount as Surviving Corporation or the Buyer Payment Agent may require direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Payment Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerPaying Agent, the posting by such Person of a bond bond, in such reasonable and customary amount as the Buyer Paying Agent may require direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreementwithout any interest thereon.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this AgreementConsideration, without any interest thereon.

Lost Certificates. If any Stock Certificate or Warrant Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen stolen, or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate(including customary indemnification terms), the Paying Agent shall issue in exchange for such lost, stolen stolen, or destroyed Stock Certificate or Warrant Certificate that portion of the Per Share Merger Consideration payable then deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If In the event that any Certificate (other than any Certificate representing Dissenting Shares) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming registered holder of such Certificate to be lost, stolen or destroyed and, if required by Certificate in form and substance acceptable to the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such CertificateSurviving Corporation, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreementin respect thereof in the manner set forth in Section 3.1; provided, however, that the Surviving Corporation or the Paying Agent may require the delivery of a satisfactory indemnity.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and if required by the Buyer, the posting by such Person of a bond bond, in such reasonable amount as the Buyer may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Surviving LLC or the BuyerPaying Agent, the posting by such Person person of a bond in such reasonable amount as Surviving LLC or the Buyer Paying Agent reasonably may require as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Company Common Share Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting provision by such Person of a bond in such reasonable amount as the customary indemnity, reasonably acceptable to Buyer may require as indemnity against any claim that may be made against it Buyer with respect to such Certificate, the Paying Agent shall issue Buyer will pay in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable amounts to which the holders of shares of Company Capital Stock thereof are entitled pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, and the posting by such Person person of a bond in such reasonable a customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Entity, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Entity may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the BuyerSurviving Corporation, the posting by such Person of a an indemnity or bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share portion of the Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerExchange Agent, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Exchange Agent may require direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Exchange Agent shall issue will pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable consideration to which the holder of such Certificate is entitled pursuant to this Agreement.Article I.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (in a form reasonably satisfactory to Buyer) and a customary indemnification of the Company and the Buyer Indemnified Parties (in a form reasonably satisfactory to the Buyer) by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyerdestroyed, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Payments Administrator shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Aggregate Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the execution of an indemnity agreement or the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share portion of the Merger Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate will pay the Per Share Merger Consideration payable pursuant to this Agreementthe registered owner of such Shares.

Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerPaying Agent, the posting by such Person of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this AgreementConsideration.

Lost Certificates. If any Certificate shall have been lost, stolen or ----------------- destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerPurchaser, the posting by such Person person of a bond in such reasonable amount as the Buyer Purchaser may require direct as indemnity against any claim that may be made against it Purchaser or the Depository with respect to such Certificate, the Paying Agent shall Depository will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Offer Consideration payable pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by and the Buyerproviding of such security or indemnity as the Exchange Agent deems necessary to save and hold the Company and the Buyer harmless, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreementin exchange for the shares of Company Common Stock represented thereby.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, and the posting by such Person of a bond in such reasonable the form and amount as the reasonably required by Buyer may require as indemnity against any claim that may be made against it with respect to Buyer on account of the alleged loss, theft or destruction of such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid (without any interest thereon) in respect of the Shares formerly represented by such Certificate as contemplated under this AgreementArticle II.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the BuyerPaying Agent, the entering into of an indemnity or the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this AgreementArticle II.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and a customary indemnification of the Company and the Buyer in a form reasonably satisfactory to the Buyer by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger portion of the Total Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Holdings or the BuyerExchange Agent, the posting by such Person of a bond bond, in such reasonable and customary amount as Holdings or the Buyer Exchange Agent may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue shall, in exchange for such lost, stolen or destroyed Certificate Certificate, issue the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerParent, the posting by such Person of an indemnity agreement or a bond bond, in such reasonable amount as the Buyer may require a customary amount, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent shall issue will pay in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreementin respect of shares of Company Common Stock represented by such Certificate.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Paying Agent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable to be paid in respect of the shares of Company Common Stock formerly represented thereby pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyerdestroyed, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this AgreementArticle II; provided, however, that the Buyer or the Exchange Agent may require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to such Certificate or ownership thereof.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Entity or the Paying Agent, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Entity or the Paying Agent reasonably may require as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share appropriate form of Merger Consideration payable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit affidavit, and if requested by Buyer, the delivery of an indemnification agreement or bond in a form reasonably acceptable to Buyer, of that fact by the Person claiming such Share Certificate to be lost, stolen or destroyed and, if required by the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Share Certificate the Per applicable consideration specified in Section 2.1 with respect to the shares of Company Stock evidenced by such Share Merger Consideration payable pursuant to this AgreementCertificates.

Lost Certificates. If any Certificate shall have been lost, stolen ----------------- or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Buyer shall cause the Exchange Agent shall to issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.Certificate