Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate as contemplated by this Article 2.
Appears in 5 contracts
Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall paywill, if such holder has otherwise delivered a properly completed and duly executed letter of transmittal, issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate as contemplated by this Article 2II.
Appears in 5 contracts
Samples: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Merger Agreement (Chevron Corp)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, then upon the making of an affidavit affidavit, in form and substance reasonably acceptable to Parent and the Company, of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of which the Shares represented by such Certificate as contemplated by holder thereof is entitled pursuant to this Article 2II.
Appears in 4 contracts
Samples: Merger Agreement (SP Plus Corp), Merger Agreement (SP Plus Corp), Merger Agreement (RR Donnelley & Sons Co)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Company may direct, direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate or other documentation (including an indemnity in customary form) reasonably requested by Parent, the Exchange Agent shall pay, will deliver in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid the shares of Company Common Stock formerly represented thereby, and any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect of the Shares represented by such Certificate as contemplated by thereof, pursuant to this Article 2Agreement.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Level 3 Communications Inc), Merger Agreement (Centurylink, Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for lost, stolen or destroyed stock certificates, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article Article 2.
Appears in 3 contracts
Samples: Merger Agreement (Schwab Charles Corp), Merger Agreement (Td Ameritrade Holding Corp), Merger Agreement
Lost Certificates. If any Certificate shall have has been mutilated, lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Exchange Agent and the Surviving Corporation) of that fact by the Person claiming person making such Certificate to be mutilateda claim, lost, stolen or destroyed, the completion of the letter of transmittal by such Person and, if required by the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it or with respect to such Certificate, and after fulfillment of any other conditions required by the Exchange Agent shall payor the Surviving Corporation, the Exchange Agent will deliver in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration pursuant to be paid in respect of the Shares represented by such Certificate as contemplated by this Article 2Section 2.2.
Appears in 3 contracts
Samples: Merger Agreement (Pak Mail Centers of America Inc), Merger Agreement (Janus Hotels & Resorts Inc), Merger Agreement (Pak Mail Centers of America Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall payshall, subject to such Person’s compliance with the exchange procedures set forth in Section 4.3(b) (other than the surrender of a Certificate), issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable with respect to be paid in respect the shares of the Shares Company Common Stock represented by such Certificate as contemplated by in accordance with this Article 24.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Ocata Therapeutics, Inc.), Merger Agreement (Salix Pharmaceuticals LTD)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate as contemplated by this Article 2II.
Appears in 3 contracts
Samples: Merger Agreement (Mueller Industries Inc), Merger Agreement (Tecumseh Products Co), Merger Agreement (Tecumseh Products Co)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (which shall not exceed amounts generally required by Parent from holders of Parent Common Stock under similar circumstances), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate Certificates as contemplated by this Article 2.I.
Appears in 3 contracts
Samples: Merger Agreement (Honeywell Inc), Merger Agreement (Honeywell International Inc), Merger Agreement (Alliedsignal Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by Parent or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as Parent or the Surviving Corporation may directdirect or the delivery of an agreement of indemnification in form reasonably satisfactory to Parent, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall pay, issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate as contemplated by this Article 2II.
Appears in 3 contracts
Samples: Merger Agreement (Pacificare Health Systems Inc /De/), Merger Agreement, Merger Agreement (American Medical Security Group Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Company may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, and the Exchange Agent shall paydelivery to Parent of such other documentation (including an indemnity in customary form) reasonably requested by Parent, Parent will deliver in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid the shares of Company Common Stock formerly represented thereby, and any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect of the Shares represented by such Certificate as contemplated by thereof, pursuant to this Article 2Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Babyuniverse, Inc.), Merger Agreement (eToys Direct, Inc.)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon (a) the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationCompany, (b) the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Company may direct, direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate and (c) the delivery of any other documentation (including an indemnity in customary form) reasonably requested by Parent, the Exchange Paying Agent shall pay, will deliver in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect of the Common Shares formerly represented by such Certificate as contemplated by this Article 2thereby.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Cifc LLC)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (or in such amount as the Exchange Agent may direct in accordance with its standard procedures), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 21.
Appears in 2 contracts
Samples: Merger Agreement (Kindred Healthcare, Inc), Merger Agreement (Rehabcare Group Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact fact, reasonably acceptable to the Exchange Agent, by the Person claiming such Certificate to be mutilated, lost, stolen stolen, defaced or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by Parent or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable and customary amount as Parent or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, pay in exchange for respect of such mutilated, lost, stolen stolen, defaced or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect of the Shares each Company Common Share formerly represented by such Certificate as contemplated by this Article 2Certificate.
Appears in 2 contracts
Samples: Merger Agreement (Finish Line Inc /In/), Merger Agreement
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit affidavit, in the Paying Agent’s customary form, of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Paying Agent, the Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation 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 Exchange Paying Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate thereby as contemplated by this Article 2II.
Appears in 2 contracts
Samples: Merger Agreement (First Marblehead Corp), Merger Agreement (Risley John Carter)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate or other documentation (including an indemnity in customary form) reasonably requested by Parent, the Exchange Agent shall paywill deliver, and Parent will cause the Exchange Agent to deliver, in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect the shares of the Shares Company Common Stock formerly represented by such Certificate as contemplated by this Article 2thereby.
Appears in 2 contracts
Samples: Merger Agreement (Zynga Inc), Merger Agreement (Take Two Interactive Software Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact and the agreement to indemnify Parent for any losses relating to the lost certificate by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 2Article.
Appears in 2 contracts
Samples: Merger Agreement (Netiq Corp), Merger Agreement (Ventro Corp)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen stolen, defaced or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable and customary amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall pay, pay in exchange for respect of such mutilated, lost, stolen stolen, defaced or destroyed Certificate, Certificate the Merger Consideration or Restricted Share Consideration, as the case may be, with respect to be paid in respect each share of the Shares Company Common Stock formerly represented by such Certificate as contemplated by this Article 2Certificate.
Appears in 2 contracts
Samples: Merger Agreement (Sport Supply Group, Inc.), Merger Agreement (Sage Parent Company, Inc.)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationCorporation for any such Certificates representing more than 5,000 shares of Company Common Stock, the posting by such Person person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Certificate, the Exchange Paying Agent shall will pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Merger Agreement (Imagex Com Inc)
Lost Certificates. If any Certificate for Outstanding Shares shall have been mutilated, lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, (ii) the completion execution and delivery of an agreement to indemnify Parent and the letter of transmittal by such Person andSurviving Company, and (iii) if required by the Surviving CorporationParent, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent then Parent shall paydeliver, in exchange for such mutilated, lost, stolen or destroyed Certificate, the applicable Merger Consideration with respect to be paid in respect of the Outstanding Shares formerly represented by such Certificate as contemplated by this Article 2thereby.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact (in customary form and substance reasonably acceptable to Parent) by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall paywill, subject to Section 2.4, issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article ARTICLE 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, or other documentation (including an indemnity in customary form) reasonably requested by Parent, the Exchange Paying Agent shall pay, deliver in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect the shares of the Shares Company Common Stock formerly represented by such Certificate as contemplated by this Article 2thereby.
Appears in 1 contract
Lost Certificates. If In the event that any Certificate shall have ----------------- been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyeddestroyed in form reasonably satisfactory to the Surviving Corporation, the completion of the letter of transmittal by such Person and, if required requested by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate or the payment of the Merger Consideration, the Exchange Paying Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect of the Shares represented by such Certificate as contemplated by this Article 2to which such Person is entitled pursuant hereto.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the entry by such Person into an indemnification agreement in form reasonably satisfactory to Parent, or the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall payParent will deliver, in exchange for such mutilated, lost, stolen or destroyed Certificate, the portion of the Per Share Merger Consideration to be paid due in respect of the Shares represented shares of Company Stock evidenced by such Certificate Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Callidus Software Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen stolen, defaced or destroyed, upon the making of an affidavit (in form and substance reasonably satisfactory to Parent) of that fact by the Person claiming such Certificate to be mutilated, lost, stolen stolen, defaced or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, pay in exchange for respect of such mutilated, lost, stolen stolen, defaced or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect each share of the Shares Company Common Stock formerly represented by such Certificate as contemplated by this Article 2Certificate.
Appears in 1 contract
Samples: Merger Agreement (CommerceHub, Inc.)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for lost, stolen or destroyed stock certificates, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it the Surviving Corporation, with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 2II .
Appears in 1 contract
Samples: Merger Agreement
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, or such other secured or unsecured indemnity agreement as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for a lost, stolen or destroyed Certificate, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article 22.
Appears in 1 contract
Samples: Merger Agreement (Morgan Stanley)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bondcustomary bond issued for a lost, stolen or destroyed Certificate, in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it the Surviving Company with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Merger Agreement (Eaton Vance Corp)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by Parent or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable and customary amount as the Surviving Corporation Parent may direct, and the delivery of an agreement of indemnification in form reasonably satisfactory to Parent, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall pay, issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Aggregate Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate as contemplated by this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (in a form reasonably satisfactory to Parent) claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required reasonably requested by the Surviving CorporationParent, the posting by such Person of a bond, bond in customary amount and upon such reasonable amount customary terms as the Surviving Corporation may direct, be reasonably required by Parent as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Common Shares formerly represented by such Certificate as contemplated by under this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, ----------------- stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (which shall not exceed amounts generally required by Parent from holders of Parent Common Stock under similar circumstances), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares represented by such Certificate Certificates as contemplated by this Article 2.I.
Appears in 1 contract
Samples: Merger Agreement (Cmi Corp)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the entry by such Person into an indemnification agreement in form reasonably satisfactory to Buyer, or the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall paywill deliver, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid due in respect of the Shares represented shares of Company Stock evidenced by such Certificate Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Merger Agreement (SMART Modular Technologies (WWH), Inc.)
Lost Certificates. If any Certificate representing shares of Company Stock that have been converted into the right to receive the Merger Consideration shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect in accordance with the Paying Agent’s customary practices, as indemnity against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Paying Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate Certificate, as contemplated by this Article Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent, the Surviving CorporationCorporation or Paying Agent, the posting by such Person of a bond, in such reasonable amount as Parent, the Surviving Corporation or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall or the Surviving Corporation will pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationEntity or Surviving Partnership, as applicable, the posting by such Person of a bond, bond in such reasonable and customary amount as the Surviving Corporation Entity or Surviving Partnership, as applicable, may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration or Partnership Merger Consideration, as applicable, to be paid in respect of which the Shares represented by such Certificate as contemplated by holder thereof is entitled pursuant to this Article 2III.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as Parent or the Surviving Corporation may directdirect (which shall not exceed amounts generally required by Parent from holders of Parent Common Stock under similar circumstances), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares represented by such Certificate as contemplated by this Article 2.I.
Appears in 1 contract
Samples: Merger Agreement (TRW Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate as contemplated by this Article 2.. 8 Table of Contents
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Lost Certificates. If any Certificate shall have been mutilated, lost, . stolen or destroyed, . upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for lost, stolen or destroyed stock certificates, in such reasonable amount as the Surviving Corporation may direct, . as indemnity against any claim that may be made against it the Surviving Corporation, with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, . stolen or destroyed Certificate, . the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Merger Agreement
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (or in such customary amount as the Exchange Agent may direct in accordance with its standard procedures), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 21.
Appears in 1 contract
Samples: Merger Agreement (Metropolitan Health Networks Inc)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen stolen, or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving CorporationPaying Agent as a condition precedent to the payment of the Merger Consideration due with respect thereto, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall paywill issue, in exchange for such mutilated, lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate as contemplated by under this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person and, if required by Parent, the Surviving CorporationCorporation or the Paying Agent, the posting by such Person of a customary bond, in such reasonable amount as Parent, the Surviving Corporation Corporation, or the Paying Agent may directdetermine is reasonably necessary, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate as contemplated by this Article 2III.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (which shall not exceed amounts generally required by Parent from holders of Parent Common Stock under similar circumstances), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares represented by such Certificate Certificates as contemplated by this Article 2.I.
Appears in 1 contract
Samples: Merger Agreement (Terex Corp)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by destroyed and such Person and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as person agreeing to indemnify the Surviving Corporation may direct, as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such CertificateCertificate (unless such Certificate represents more than 1,000 shares, in which case only upon the posting by such person of a bond in the amount of 3.0% of the Merger Consideration attributable to such lost Certificates, the Exchange Paying Agent shall will pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Merger Agreement (Brown Tom Inc /De)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bondcustomary bond issued for a lost, stolen or destroyed Certificate, in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it the Surviving Company with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article 22.
Appears in 1 contract
Samples: Merger Agreement (Morgan Stanley)
Lost Certificates. If any Certificate shall have been mutilated, 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 claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by Parent or the Surviving CorporationExchange Agent, the posting by such Person of a bond, bond in such reasonable amount as Parent or the Surviving Corporation Exchange Agent may direct, determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the allocable Merger Consideration to be paid in respect of the Common Shares formerly represented by such Certificate as contemplated by under this Article 2III, without any interest thereon but subject to any applicable withholdings.
Appears in 1 contract
Samples: Merger Agreement (National Technical Systems Inc /Ca/)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for lost, stolen or destroyed stock certificates, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it the Surviving Corporation, with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 2Article II.
Appears in 1 contract
Samples: Merger Agreement (Aetna Inc /Pa/)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for a lost, stolen or destroyed Certificate, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares shares of Company Stock represented by such Certificate Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bondcustomary bond issued for lost, stolen or destroyed stock certificates, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it the Surviving Corporation, with respect to such Certificate, the Exchange Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Merger Agreement (CVS HEALTH Corp)
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyeddestroyed and, if required by the completion of Surviving Corporation, an agreement to indemnify the letter of transmittal by Surviving Corporation against any claim that may be made with respect to such Person andCertificate (including, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate), the Exchange Paying Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Common Shares represented by such Certificate Certificate, as contemplated by this Article 2.
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Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, then upon the making of an affidavit affidavit, in form and substance reasonably acceptable to Parent and the Company, of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall pay, will issue in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration, any applicable Fractional Share Consideration and any applicable Dividend Consideration to be paid in respect of which the Shares represented by such Certificate as contemplated by holder thereof is entitled pursuant to this Article 2III.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect in accordance with the Paying Agent’s customary practices, as indemnity against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Paying Agent shall pay, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been mutilated, lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be mutilated, lost, stolen or destroyed, the completion of the letter of transmittal by such Person destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (or in such customary amount as the Paying Agent may direct in accordance with its standard procedures), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall paywill issue, in exchange for such mutilated, lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares each share of Company Common Stock represented by such Certificate Certificate, as contemplated by this Article 21.
Appears in 1 contract
Samples: Merger Agreement (Metropolitan Health Networks Inc)