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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 18 contracts
Samples: Merger Agreement (Closure Medical Corp), Merger Agreement (Mentor Corp /Mn/), Merger Agreement (Pioneer Companies Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 13 contracts
Samples: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc), Merger Agreement (Somanetics Corp)
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 ParentParent or the Paying Agent, the posting by such person of a bond bond, in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoamount of cash to which the holders thereof are entitled pursuant to Section 2.5.
Appears in 10 contracts
Samples: Merger Agreement (Verio Inc), Merger Agreement (Smith & Nephew Holdings Inc), Merger Agreement (Harris Corp /De/)
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, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct 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 deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 9 contracts
Samples: Merger Agreement (Thoma Bravo Fund Xii, L.P.), Merger Agreement (Imprivata Inc), Merger Agreement (Keynote Systems Inc)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 9 contracts
Samples: Merger Agreement (Ceradyne Inc), Merger Agreement (Lasercard Corp), Merger Agreement (Cogent, Inc.)
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 requested by ParentParent or the Exchange Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 9 contracts
Samples: Merger Agreement (Op Tech Environmental Services Inc), Merger Agreement (Dusa Pharmaceuticals Inc), Merger Agreement (Fsi International Inc)
Lost Certificates. If any Certificate shall will 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 ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Paying Agent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 8 contracts
Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.), Agreement and Plan of Merger (Inhibrx, Inc.)
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 Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this Article II.
Appears in 7 contracts
Samples: Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to this Article II.
Appears in 7 contracts
Samples: Merger Agreement (Cardinal Health Inc), Merger Agreement (Cardinal Health Inc), Merger Agreement (Independent Brewers United, Inc.)
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 Parentthe Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretothereof pursuant to this Agreement.
Appears in 7 contracts
Samples: Merger Agreement (Virtu Financial, Inc.), Merger Agreement (Investment Technology Group, Inc.), Merger Agreement (Ocwen Financial Corp)
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 Parent, the posting by such person Person of a bond bond, in such reasonable customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretoof the Shares formerly represented by such Certificate, as contemplated under this Article 2.
Appears in 6 contracts
Samples: Merger Agreement (Monster Worldwide, Inc.), Merger Agreement (Constant Contact, Inc.), Merger Agreement (Endurance International Group Holdings, Inc.)
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, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Article II.
Appears in 6 contracts
Samples: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
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 Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person granting of a bond in such reasonable amount as an indemnity reasonably satisfactory to Parent may direct as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate, to which such Person is entitled pursuant hereto.
Appears in 6 contracts
Samples: Merger Agreement (U S Laboratories Inc), Merger Agreement (Vlsi Technology Inc), Merger Agreement (Vlsi Technology Inc)
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, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Parent shall deliver issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretoof the Shares formerly represented by such Certificate as contemplated under this Article II.
Appears in 5 contracts
Samples: Merger Agreement (Erasca, Inc.), Merger Agreement (Erasca, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)
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 Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate to which such person is entitled pursuant hereto.
Appears in 5 contracts
Samples: Merger Agreement (Chalone Wine Group LTD), Merger Agreement (Constellation Brands, Inc.), Merger Agreement (Huneeus Vintners LLC)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 5 contracts
Samples: Merger Agreement (Chelsea Therapeutics International, Ltd.), Merger Agreement (TLB Merger Sub Inc.), Merger Agreement (Talbots Inc)
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 Parent) of that fact by the person claiming Person making such Certificate to be losta claim, stolen or destroyed and, if required by the Parent, the posting by such person Person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it or with respect to such Certificate, the Paying Agent shall deliver pay the Merger Consideration in exchange for respect of each Share represented by such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoCertificate.
Appears in 4 contracts
Samples: Merger Agreement (Buffets Holdings, Inc.), Merger Agreement (Ryans Restaurant Group Inc), Merger Agreement (Anteon International Corp)
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 claiming such Certificate certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Innovative Payment Solutions, Inc.), Merger Agreement (Lendingtree Inc), Merger Agreement (Owosso Corp)
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 in form and substance acceptable to Parent and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretoof the shares of Company Common Stock represented by such Certificate.
Appears in 4 contracts
Samples: Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Parlux Fragrances Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with in respect theretothereof pursuant to the provisions of this Article 2.
Appears in 4 contracts
Samples: Merger Agreement (International Speedway Corp), Merger Agreement (Speedway Motorsports Inc), Merger Agreement (Action Performance Companies Inc)
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 requested by ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Surmodics Inc), Merger Agreement (CoLucid Pharmaceuticals, Inc.), Merger Agreement (Insight Enterprises Inc)
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 ParentParent or the Exchange Agent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this Article II.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Exact Sciences Corp), Merger Agreement (Genomic Health Inc)
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, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 4 contracts
Samples: Merger Agreement (Teleflex Medical Inc), Merger Agreement (C&d Technologies Inc), Merger Agreement (Teleflex Inc)
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 reasonably requested by Parent, the posting by such person of a bond in such reasonable and customary amount as Parent may direct reasonably request as indemnity against any claim that may be made against it it, the Surviving Entity or the Exchange Agent with respect to such Certificate, Parent shall cause the Paying Exchange Agent shall deliver to issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration Consideration, in accordance with respect theretothe terms of this Agreement.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement (Hertz Global Holdings Inc)
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 destroyed, and, if required by ParentParent or the Exchange Agent in their respective discretion, the posting by such person Person of a bond bond, in such reasonable amount as Parent or the Exchange Agent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration, without any interest thereon.
Appears in 4 contracts
Samples: Merger Agreement (Boeing Co), Merger Agreement (Primedex Health Systems Inc), Merger Agreement (Aviall Inc)
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 Parentdestroyed, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with and unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect theretothereof, in each case pursuant to this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Unify Corp), Merger Agreement (Warp Technology Holdings Inc), Merger Agreement (Warp Technology Holdings Inc)
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, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretoof the shares of Company Common Stock represented by such Certificate.
Appears in 4 contracts
Samples: Merger Agreement (Andrx Corp /De/), Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 4 contracts
Samples: Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Temple Inland Inc)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoshares of Parent Common Stock and/or any cash.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Merger Agreement (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (Cubist Pharmaceuticals Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Emulex Corp /De/), Merger Agreement (Vixel Corp), Merger Agreement (Emulex Corp /De/)
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 Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Initial Consideration with respect theretowithout any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (Arthrocare Corp), Merger Agreement (Arthrocare Corp), Merger Agreement (Medical Device Alliance Inc)
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, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Astellas Pharma Inc.), Merger Agreement (Vicuron Pharmaceuticals Inc)
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 Parent, the posting by such person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (CTB International Corp), Merger Agreement (Chemfirst Inc)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Parent) of that fact by the person claiming making such Certificate to be losta claim, stolen or destroyed and, if required by the Parent, the posting by such person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it or with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to SECTION 3.2.
Appears in 3 contracts
Samples: Acquisition Agreement (Lante Corp), Acquisition Agreement (Sbi & Co), Acquisition Agreement (Lante Corp)
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 Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (T/R Systems Inc), Merger Agreement (Electronics for Imaging Inc), Merger Agreement (Monarch Dental Corp)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Nimble Storage Inc), Merger Agreement (Hewlett Packard Enterprise Co)
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, the posting by such person Person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration, without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Merger Agreement (AveXis, Inc.), Merger Agreement (Sapient Corp)
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, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct 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 deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration, without any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (Sutron Corp), Merger Agreement (Iris International Inc), Merger Agreement (Health Grades Inc)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making disbursement of the Merger Consideration in respect of shares of Company Common Stock represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to make an affidavit of that fact by containing such indemnification provisions as Parent may reasonably deem appropriate, including the person claiming such Certificate to be lost, stolen or destroyed and, if posting of a standard bond required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct 's transfer agent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Merger Agreement (International Microcomputer Software Inc /Ca/), Merger Agreement (International Microcomputer Software Inc /Ca/)
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 Parent, the posting by such person of a bond in such reasonable customary amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Baxalta Inc), Merger Agreement (Shire PLC), Merger 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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for will pay to the holder of such lost, stolen or destroyed Certificate the applicable Certificate, such holder’s Merger Consideration with respect theretoConsideration.
Appears in 3 contracts
Samples: Merger Agreement (Virage Inc), Merger Agreement (Autonomy Corp PLC), Merger Agreement (Virage Inc)
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 ParentParent or the Exchange Agent, the posting by such person of a bond in such reasonable amount sum as Parent may reasonably direct as indemnity against any claim that may be made against it Parent, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Span America Medical Systems Inc), Merger Agreement (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)
Lost Certificates. If any Certificate shall will 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 ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Paying Agent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
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, the posting by such person Person of a bond or surety in such reasonable a customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (KSW Inc), Merger Agreement (Amylin Pharmaceuticals Inc), Merger Agreement (Bristol Myers Squibb Co)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Bioclinica Inc), Agreement and Plan of Merger (Midas Inc), Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
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 in such form as Parent may reasonably require and, if required by ParentParent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payment deliverable in respect theretothereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Magellan Health Services Inc), Merger Agreement (Magellan Health Services Inc), Merger Agreement (Merit Behavioral Care Corp)
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, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the . The Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Caraco Pharmaceutical Laboratories LTD), Merger Agreement (Caraco Pharmaceutical Laboratories LTD), Merger Agreement (Odyssey Re Holdings Corp)
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 ParentParent or the Paying Agent, the posting by such person of a bond in such reasonable amount as Parent or the Paying Agent reasonably may direct as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretothereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Carramerica Realty Operating Partnership Lp)
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 ParentParent or the Paying Agent, the posting by such person of a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any successful claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoamount of cash which such holder would be entitled pursuant to Section 2.01(c).
Appears in 3 contracts
Samples: Merger Agreement (Jones Apparel Group Inc), Merger Agreement (Barneys New York Inc), Merger Agreement (CFC International Inc)
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 in the form required by the Paying Agent and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct 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 deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (Guitar Center Inc), Agreement and Plan of Merger (LKQ Corp), Merger Agreement (Keystone Automotive Industries Inc)
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 claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration consideration with respect thereto.
Appears in 3 contracts
Samples: Merger Agreement (Galyans Trading Co Inc), Merger Agreement (Dicks Sporting Goods Inc), Merger Agreement (Galyans Trading Co Inc)
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 a Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall deliver pay in exchange for such respect of the lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Merger Agreement (Metals USA Plates & Shapes Southcentral, Inc.), Merger Agreement (Metals Usa Inc)
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, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it or its affiliates or agents with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoand any amounts due pursuant to Section 1.13.
Appears in 2 contracts
Samples: Merger Agreement (Ilex Oncology Inc), Merger Agreement (Genzyme Corp)
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 Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct 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 deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (EnergySolutions, Inc.), Merger Agreement (Lawson Software, Inc.)
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 in the form required by the Exchange Agent and, if reasonably required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc)
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 Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (ExamWorks Group, Inc.), Merger Agreement (Life Time Fitness, Inc.)
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 ParentSub, the posting by such person of a bond in such reasonable amount as Parent Sub may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Merger Agreement (Popeyes Louisiana Kitchen, Inc.), Merger Agreement (Restaurant Brands International Inc.)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable portion of the Closing Merger Consideration in accordance with respect theretothe terms of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (NWH Inc), Merger Agreement (Unitedhealth Group Inc)
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 ParentParent in its reasonable business judgment, the posting by such person execution of a bond in such reasonable amount as Parent may direct as an indemnity agreement against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver Parent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoParent Shares to which the holders thereof are entitled pursuant to Section 1.7.
Appears in 2 contracts
Samples: Merger Agreement (Ubiquity Broadcasting Corp), Merger Agreement (Rimrock Gold Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit affidavit, in form and substance reasonably acceptable to Parent, of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with Consideration, without interest, to be paid in respect theretoof the shares of Company Common Stock represented by such Certificate as contemplated by this Article III.
Appears in 2 contracts
Samples: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration 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 theretoto such Certificate or ownership thereof.
Appears in 2 contracts
Samples: Merger Agreement (Riviera Holdings Corp), Merger Agreement (Isle Investors LLC)
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 Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Ihop Corp), Merger Agreement (Applebees International Inc)
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 Parent, the posting by such person Person of a bond in such reasonable and customary amount as the Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this ARTICLE II.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (American Realty Capital - Retail Centers of America, Inc.)
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 ParentBuyer, the posting by such person Person of a bond or surety in such reasonable and customary form and amount as Parent Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Insight Enterprises Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without interest.
Appears in 2 contracts
Samples: Merger Agreement (United Defense Industries Inc), Merger Agreement (United Defense Industries Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact fact, in form and substance reasonably satisfactory to Parent, by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to this Article III.
Appears in 2 contracts
Samples: Merger Agreement (Cost Plus Inc/Ca/), Merger Agreement (Bed Bath & Beyond Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the Certificate, applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock, cash in lieu of fractional shares and any amounts due pursuant to Section 1.13.
Appears in 2 contracts
Samples: Merger Agreement (Genzyme Corp), Merger Agreement (Antigenics Inc /De/)
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 Parent, the entering into of an indemnity and/or the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Valassis Communications Inc), Merger Agreement (Advo Inc)
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 in the form required by the Exchange Agent and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)
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 Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for respect of such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Paxar Corp), Merger Agreement (Avery Dennison Corporation)
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, and agreeing to indemnify Parent and the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity Exchange Agent against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretoof the Shares formerly represented by such Certificate as contemplated under this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Harvard Bioscience Inc), Merger Agreement (Alliqua BioMedical, Inc.)
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 ParentParent or the Paying Agent, the posting by such person of a bond bond, in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall deliver in exchange will pay the Merger Consideration for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoCertificate.
Appears in 2 contracts
Samples: Merger Agreement (TFC Enterprises Inc), Merger Agreement (MFN Financial Corp)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without interest.
Appears in 2 contracts
Samples: Merger Agreement (DRS Technologies Inc), Merger Agreement (Digitalnet Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit affidavit, in form and substance reasonably acceptable to Parent, of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parent, the posting by of such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Bottomline Technologies Inc), Merger Agreement (Qlik Technologies Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Maxwell Shoe Co Inc), Merger Agreement (Jones Apparel Group Inc)
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, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Cti Group Holdings Inc), Merger Agreement (Facet Biotech Corp)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it or its affiliates or agents with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoand any amounts due pursuant to Section 1.13.
Appears in 2 contracts
Samples: Merger Agreement (Helix Technology Corp), Merger Agreement (Brooks Automation Inc)
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 ParentParent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Lmi Aerospace Inc)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (SGX Pharmaceuticals, Inc.), Merger Agreement (Energy Conversion Devices Inc)
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 Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate.
Appears in 2 contracts
Samples: Merger Agreement (Autogrill Acquisition Co), Merger Agreement (Host Marriott Services Corp)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Vivendi Universal), Merger Agreement (Houghton Mifflin Co)
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 Exchange Agent or Parent, the posting by such person of a bond bond, in such reasonable amount as the Exchange Agent or Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoand Additional Payments, if any.
Appears in 2 contracts
Samples: Merger Agreement (Spectrum Organic Products Inc), Merger Agreement (Hain Celestial Group Inc)
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 Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person granting of a bond in such reasonable amount as an indemnity reasonably satisfactory to Parent may direct as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate, to which such Person is entitled pursuant hereto.
Appears in 2 contracts
Samples: Merger Agreement (Technical Olympic Usa Inc), Merger Agreement (CDD Partners LTD Et Al)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for will pay to the holder of such lost, stolen or destroyed Certificate the applicable Certificate, such holder's Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Merger Agreement (QRS Corp), Agreement and Plan of Merger (QRS Corp)
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 Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Hawk Corp), Merger Agreement (Carlisle Companies Inc)
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 Parent, the (and any posting by such person Person of a bond in such reasonable amount as Parent may direct determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate) by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent shall deliver shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Arch Capital Group Ltd.), Merger Agreement (Watford Holdings Ltd.)
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 Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person granting of a bond in such reasonable amount as an indemnity reasonably satisfactory to Parent may direct as indemnity against any claim that may be made against it it, the Surviving Corporation or the Depositary, with respect to such Certificate, the Paying Agent shall deliver Depositary will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate, to which such Person is entitled pursuant hereto.
Appears in 2 contracts
Samples: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (Dupont E I De Nemours & Co)
Lost Certificates. If any Certificate certificate for Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration and any Cash Payment with respect theretoto the Shares formerly represented thereby.
Appears in 2 contracts
Samples: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Florida Public Utilities Co)
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 Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Share Exchange Consideration with respect thereto.
Appears in 2 contracts
Samples: Share Exchange Agreement (Millipore Corp /Ma), Share Exchange Agreement (Millipore Corp /Ma)
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 destroyed, and, if required by ParentParent or the Exchange Agent, the posting by such person Person of a bond in such reasonable and customary amount as Parent or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Offer Consideration with payable in respect theretothereof, pursuant to this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Knowles Corp), Merger Agreement (Audience Inc)
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 Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (JCC Holding Co)
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 Parent, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without any interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Easylink Services International Corp), Merger Agreement (Open Text Corp)
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 Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (American Physicians Capital Inc), Merger Agreement (Scpie Holdings Inc)
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 Parentthe Parent Corporation, the posting by such person of a bond in such reasonable amount as the Parent Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to Section 1.8.
Appears in 2 contracts
Samples: Merger Agreement (General Dynamics Corp), Merger Agreement (Primex Technologies Inc)
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 Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it Parent with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Unilever N V), Merger Agreement (Alberto-Culver CO)
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, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for will pay to the holder of such lost, stolen or destroyed Certificate the applicable Certificate, such holder’s Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Merger Agreement (Datawave Systems Inc), Merger Agreement (QRS Corp)
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 together with an indemnity reasonably acceptable to Parent and, if required by the Parent, the posting by such person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it with respect to on account of the alleged loss, theft or destruction of any such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Acquisition Agreement (Alloy Inc), Acquisition Agreement (Alloy Inc)
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 Parent, the posting by such person execution and delivery of a bond an indemnity agreement, in such reasonable amount customary form as Parent may direct as indemnity reasonably direct, against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoand any amounts due pursuant to Section 1.12.
Appears in 2 contracts
Samples: Merger Agreement (Precision Castparts Corp), Merger Agreement (SPS Technologies Inc)
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 Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this Article 3.
Appears in 2 contracts
Samples: Merger Agreement (Kimco Realty Corp), Merger Agreement (RPT Realty)
