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 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 Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Ss&c 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a3.01(a).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Landrys Restaurants Inc), Agreement and Plan of Merger (Nuco2 Inc /Fl)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, 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 Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this ARTICLE 3.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Simmons First National 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 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 Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Segue Software Inc), Agreement and Plan of Merger (Bway 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 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 Paying Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bosch Security Systems Corp), 5 Agreement and Plan of Merger (Scotsman Industries 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 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Global Med Technologies Inc), Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (BMC Software Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact in form and substance reasonably satisfactory to Parent by the Person claiming such Certificate to be lost, stolen stolen, defaced or 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, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Viropharma Inc), Agreement and Plan of Merger (Glaxosmithkline PLC)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Artemis International Solutions Corp), Agreement and Plan of Merger (Micromuse 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 holder claiming such Certificate to be lost, stolen or destroyed 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 with respect to such Certificate, the Paying Agent shall pay and issue the Merger Consideration in respect of each share of Company Common Stock represented by such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 5 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, and (ii) if required by the Surviving Corporation, the posting by such Person of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCorporation, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Silk Road Medical Inc), Agreement and Plan of Merger (Nordson 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 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 with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (LumaSense Technologies, Inc.), Agreement and Plan of Merger (Mikron Infrared Inc), Agreement and Plan of Merger (Mikron Infrared Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if required by the Surviving CorporationCompany, the posting by such Person of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bojangles', Inc.), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Wausau Paper 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 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 Paying Exchange Agent shall pay will issue, in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which be paid in respect of the holder thereof is entitled pursuant to Company Share represented by such Certificate, as contemplated by this Section 2.01(a)3.11.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Cn Bancorp Inc), Agreement and Plan of Merger (Monroe James Bancorp 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 the Surviving CorporationCorporation or the Paying Agent, the entering into of an indemnity or the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, bond as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Article III.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Hirsch International 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 the Surviving CorporationSeller, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation Seller may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 4 contracts
Samples: Loan Agreement and Secured Promissory Note (Cellteck Inc.), Loan Agreement and Secured Promissory Note (Cellteck Inc.), Loan Agreement and Secured Promissory Note (Cellteck Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, defaced or 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, the Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Chateau Communities Inc), Agreement and Plan of Merger (Chateau Communities Inc), Agreement and Plan of Merger (Price Development Co 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 the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled payable pursuant to Section 2.01(a)this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Omni Energy Services Corp), Agreement and Plan of Merger (Us Oncology Inc), Agreement and Plan of Merger (Diagnostic Pathology Management Services Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if reasonably required by the Surviving CorporationCompany, the posting by such Person of a bond, an indemnity bond reasonable 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 Certificateamount, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a3.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aegion Corp), Agreement and Plan of Merger (Dunkin' Brands Group, Inc.), Agreement and Plan of Merger (Sonic Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if required by the Surviving CorporationCompany, the posting receipt by such Person it of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.), Agreement and Plan of Merger (Exa Corp), Agreement and Plan of Merger (Arctic Cat 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 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Clayton Holdings Inc), Agreement and Plan of Merger (Global Imaging Systems Inc), Agreement and Plan of Merger (Xerox Corp)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bristol Myers Squibb Co), Agreement and Plan of Merger (Filenet Corp), Agreement and Plan of Merger (Kosan Biosciences 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 the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, as indemnity direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen stolen, or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fortress Investment Corp), Agreement and Plan of Merger (Brookdale Living Communities Inc), Agreement and Plan of Merger (Fortress Brookdale Acquisition LLC)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration Price Per Share due to which the holder thereof is entitled pursuant to such Person as provided in Section 2.01(a)1.13(a) of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Michael Foods Inc /Mn)
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 Buyer or the Surviving CorporationPaying Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Buyer may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall Buyer will pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration amounts to which the holder holders thereof is are entitled pursuant to Section 2.01(a)1.5.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (St Jude Medical 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 person claiming such Certificate to be lost, stolen or destroyed 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 with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration due to which the holder thereof is entitled such person pursuant to Section 2.01(a)this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroquip-Vickers Inc), Agreement and Plan of Merger (Arnold Industries Inc), Agreement and Plan of Merger (Roadway 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 or the Surviving CorporationPaying Agent, the posting by such Person person of a bond, bond in such reasonable amount as Parent or the Surviving Corporation Paying Agent may direct, direct as indemnity against any successful claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to amount of cash which the such holder thereof is would be entitled pursuant to Section 2.01(a2.01(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Barneys New York 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 holder of Shares claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person holder 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 Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to which the holder thereof is entitled Shares formerly represented thereby pursuant to Section 2.01(a)this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such Person 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 Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Agreement and Plan of Merger (Orbital Atk, Inc.), Agreement and Plan of Merger (Northrop Grumman Corp /De/)
Lost Certificates. If any Certificate shall have has been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, defaced or 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 Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a), without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management 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 the Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sungard Data Systems Inc), Agreement and Plan of Merger (Extended Stay America 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 Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health 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 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration Price due to which the holder thereof is entitled pursuant to such Person as provided in Section 2.01(a2.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (Garden Fresh Restaurant 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 the Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall will pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Article I in exchange for such lost, stolen or destroyed Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica 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 the Surviving CorporationLLIT in its reasonable business judgment, the posting by such Person execution of a bond, in such reasonable amount as the Surviving Corporation may direct, as an indemnity agreement against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay LLIT will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration LLIT Exchange Shares to which the holder holders thereof is are entitled pursuant to Section 2.01(a1.6(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lianluo Smart LTD), Agreement and Plan of Merger (Lianluo Smart 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 a Certificate to be lost, stolen or destroyed and, if reasonably required by Cardinal Health or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as Cardinal Health or the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alaris Medical Systems Inc), Agreement and Plan of Merger (Cardinal 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 claiming such Certificate to be lost, stolen or 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 Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (and if the Surviving Corporation shall request, the posting of a bond in form and substance reasonably satisfactory to the Surviving Corporation) of that fact by the Person claiming such Certificate to be lost, stolen or 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 Certificatedestroyed, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the applicable amount of Merger Consideration to which (as determined in accordance with, and subject to, the holder thereof is entitled pursuant to Section 2.01(aterms this Article III).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless LLC), Agreement and Plan of Merger (Universal American Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, and (ii) if required by the Surviving CorporationCompany, the posting by such Person of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Company and/or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Company and/or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount to which the holder thereof such person is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ferrotec Acquisition Inc), Agreement and Plan of Merger (Ferrofluidics 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 or the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation Exchange Agent may direct, 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 Agent shall Parent will pay or cause to be paid in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration consideration to which the holder thereof is entitled pursuant to Section 2.01(a)1.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (North Central Bancshares Inc), Agreement and Plan of Merger (Oi 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 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 with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Westwood Corp/Nv/)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qualcomm Inc/De), Agreement and Plan of Merger (Atheros Communications 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 the Surviving CorporationEscrow Agent, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Escrow Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Sharewell shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, subject to Section 2.11 hereof, the Merger Consideration due to which the holder thereof is entitled pursuant to such Person as provided in Section 2.01(a)2.9 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artemis Acquisition Corp.), Agreement and Plan of Merger (Artemis Acquisition 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 the Surviving CorporationCompany, the posting by such Person person of a bond, in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality 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 or the Surviving CorporationPaying Agent, the posting by such Person person of a bond, in such reasonable amount as Parent or the Surviving Corporation Paying Agent may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall will pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount of cash to which the holder holders thereof is are entitled pursuant to Section 2.01(a)1.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Panchos Mexican Buffet 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 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 Paying Exchange Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to which the holder thereof is entitled pursuant to Section 2.01(a)Shares formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ohio Casualty Corp), Agreement and Plan of Merger (Pediatric Services 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 a Certificate to be lost, stolen or destroyed and, if required by Cardinal or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as Cardinal or the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Boron Lepore & Associates Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Public Company Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Transaction Agreement (Texas Genco Inc.), Transaction Agreement (Centerpoint Energy 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 the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay or exchange in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which or the holder thereof is entitled pursuant to Section 2.01(a)Mirror Series A Preferred Shares, as applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Contribution (Gotham Partners Lp /Ny/), Agreement and Plan of Merger and Contribution (First Union Real Estate Equity & Mortgage Investments)
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 the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled payable pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (EGL Holding CO)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a2.1(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Disc Graphics Inc /De/), Agreement and Plan of Merger (Dg Acquisition 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 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 with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration to which the holder and, if applicable, any unpaid dividends and distributions payable in respect thereof is entitled pursuant to Section 2.01(a)2.02(c) hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capricorn Investors Iii L P), Agreement and Plan of Merger (Tcby Enterprises 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 MMC or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as MMC or the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marsh & McLennan Companies Inc), Agreement and Plan of Merger (Kroll Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact in form and substance reasonably satisfactory to Parent by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such Person 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 Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (99 Cents Only Stores), Agreement and Plan of Merger (Global Defense Technology & 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 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 with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (Digitas 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 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to as determined in accordance with Section 2.01(a3.1(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Therasense Inc), Agreement and Plan of Merger (Therasense Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, and in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to the Merger Consideration represented by such Certificate, the Paying Exchange Agent shall pay pay, in accordance with Section 2.03 (except for the provisions thereof requiring delivery of such Certificate), in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration with respect to which the holder thereof is entitled pursuant to Section 2.01(a)each Company Stock formerly represented by such Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pw Eagle Inc), Agreement and Plan of Merger (Pw Eagle 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 the Surviving Corporation, the posting by such Person 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 Paying Exchange Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration to which the holder thereof is entitled with respect thereto pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Banctec Inc), Agreement and Plan of Merger (Banctec 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 a Certificate to be lost, stolen or destroyed and, if required by Buyer or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Buyer or the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instinet Group Inc), Agreement and Plan of Merger (Nasdaq Stock Market 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 the Surviving CorporationCorporation or the Paying Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall Surviving Corporation will pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration amounts to which the holder holders thereof is are entitled pursuant to Section 2.01(a)2.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jazz Pharmaceuticals Inc), Agreement and Plan of Merger (Orphan Medical 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 the Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (American Retirement 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 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 Paying Agent shall pay shall, in respect of exchange for such lost, stolen or destroyed Certificate Certificate, pay the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DST Systems Inc), Agreement and Plan of Merger (SS&C Technologies 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 reasonably required by the Surviving Corporation, the posting by such Person 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 the Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Price with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition 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 Acquiror or the Surviving CorporationPaying Agent, the posting by such Person person of a bond, in such reasonable amount as Acquiror or the Surviving Corporation Paying Agent may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall will pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount of cash to which the holder holders thereof is are entitled pursuant to Section 2.01(a)1.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger (Reid Clifford A)
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 Surviving CorporationEntity, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation Entity may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to which the holder thereof is entitled pursuant to Section 2.01(a)shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware 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 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 successful claim that may be made against it with respect to such Certificate, the Paying Agent shall pay Surviving Corporation will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the such holder thereof is would be entitled pursuant to Section 2.01(a)this ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aki Inc), Agreement and Plan of Merger (Von Hoffmann Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyeddestroyed or is missing, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, destroyed or destroyed andmissing, if required by the Surviving Corporationin a form reasonably satisfactory to Innovate, the but not posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, bond as indemnity against any claim that may be made against it Innovate with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen stolen, destroyed or destroyed missing Certificate the Merger Consideration and any other required amounts to which the holder thereof is entitled pursuant to this Section 2.01(a)1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innovate Biopharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Innovate Biopharmaceuticals, 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 the Surviving CorporationCompany, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue or pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration issuable or payable in respect of the Common Units represented by such Certificate and any distributions to which the holder holders thereof is are entitled pursuant to Section 2.01(a)3.2.
Appears in 2 contracts
Samples: Merger and Reorganization Agreement (Stonemor Partners Lp), Merger and Reorganization Agreement (Stonemor Partners Lp)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue, in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which the holder thereof is entitled Per Common Share Amount payable pursuant to this Section 2.01(a)2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intrado Inc), Agreement and Plan of Merger (West 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 the Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall will pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Epocrates 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 or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration Price due to which the holder thereof is entitled pursuant to such Person as provided in Section 2.01(a2.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (AmNet Mortgage, 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 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 Paying Exchange Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to which the holder thereof is entitled pursuant to Section 2.01(a)shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible 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 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 Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder Holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great American Financial Resources Inc), Agreement and Plan of Merger (Ceres Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, (ii) if required by the Surviving Corporation, the posting by such Person of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCorporation, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Axonics, 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 or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration Price due to which the holder thereof is entitled pursuant to such Person as provided in Section 2.01(a2.03(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globalive Communications Corp.), Agreement and Plan of Merger (Yak Communications 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 the Surviving Corporation, 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 with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, without interest thereon, to which the holder holders thereof is entitled pursuant to Section 2.01(a)are entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
Lost Certificates. If any Certificate shall have been lost, stolen or ----------------- destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 with respect to such the Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Price with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coinmach Laundry Corp), Agreement and Plan of Merger (CLC Acquisition 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 the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue 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 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 Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Transaction Consideration due to which the holder thereof is entitled pursuant to such Person as provided in Section 2.01(a3.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bon Ton Stores Inc), Agreement and Plan of Merger (Elder Beerman Stores 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 the Company or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Company or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Surviving Corporation shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration to which the holder payable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Valeant Pharmaceuticals 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 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 with respect to such Certificate, the Paying Agent shall pay will deliver in respect of payment for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to which the holder thereof is entitled pursuant to Section 2.01(a)Shares formerly represented thereby.
Appears in 2 contracts
Samples: Defined Terms (Unisource Worldwide Inc), Defined Terms (Georgia Pacific Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if required by the Surviving Corporation, the posting by such Person person of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCorporation, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the applicable Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Merge Healthcare 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 andPurchaser will issue or will cause Sub to issue (or, if required by after the Surviving CorporationClosing Date, the posting by such Person of a bond, in such reasonable amount as will cause 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 pay issue) in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration cash which such holder has the right to which the holder thereof is entitled receive pursuant to Section 2.01(a)the provisions of this Article II after taking into account all the Shares then held by such holder under all such Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Headwaters 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 the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may determine and direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay Surviving Corporation will issue, in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration to which the holder Holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Financial Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen ----------------- stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tucson Electric Power Co)
Lost Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or 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 Company Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Company Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled be paid with respect to such Certificate pursuant to Section 2.01(a2.01(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maxcor Financial 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 the Surviving Corporation, 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 with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a2.1(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bedford Property Investors Inc/Md)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance acceptable to the Surviving Corporation) of that fact by the Person person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such Person of a bondAgent will issue, in exchange for such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificateaffidavit, the Paying Agent shall pay Merger Consideration deliverable in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allion Healthcare 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 (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed 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 with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder deliverable in respect thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 1 contract
Lost Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or 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 Company Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate Company Certificate, the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the 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 with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Security Systems Inc/Ga)
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 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 Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Consideration.
Appears in 1 contract
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 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 Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect to the Shares formerly represented by such Certificate to which the holder thereof is entitled pursuant to Section 2.01(a3.01(a).
Appears in 1 contract
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 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 10 12 may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)this Agreement.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if required by the Surviving CorporationCompany, the posting by such Person of a bond, an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a3.08(a).
Appears in 1 contract
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 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 Paying Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to which the holder thereof is entitled pursuant to Section 2.01(a)Shares formerly represented thereby.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 with respect to such the Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a)Price with respect thereto.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by Purchaser will issue or will cause Sub to issue (or, after the Surviving CorporationClosing Date, the posting by such Person of a bond, in such reasonable amount as will cause the Surviving Corporation may directto issue), as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration cash which such holder has the right to which the holder thereof is entitled receive pursuant to Section 2.01(a)the provisions of this Article II after taking into account all the Shares then held by such holder under all such Certificates.
Appears in 1 contract
