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 Exchange Agent will pay, in exchange for such 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.
Appears in 16 contracts
Samples: Agreement and Plan of Restructuring and Merger (Keebler Foods Co), Agreement and Plan of Merger (Philip Morris Companies Inc), Agreement and Plan of Merger (Gn Great Nordic LTD)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Paying Agent will pay, shall pay in exchange for respect of such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleConsideration.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Cherokee International Corp), 33 Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De), Agreement and Plan of Merger (Viewlocity 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 Exchange Paying Agent will payor the Surviving Corporation, as the case may be, shall pay the Merger Consideration in exchange for respect of such lost, stolen stolen, defaced or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Greenhill & Co Inc), Agreement and Plan of Merger, Agreement and Plan of Merger
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Sovos Brands, Inc.)
Lost Certificates. If any Certificate shall has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such that a Certificate to be has been 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 that Certificate, the Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect proper amount of the Shares represented by such Certificate, as contemplated by this ArticleMerger Consideration.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Services Inc), Agreement and Plan of Merger (Koll Donald M), Agreement and Plan of Merger (Wirta Raymond E)
Lost Certificates. If any Certificate shall has been or is claimed to have ----------------- been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such that a Certificate to be has been 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 that Certificate, the Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect proper amount of the Shares represented by such Certificate, as contemplated by this ArticleMerger Consideration.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cbre Holding Inc), Agreement and Plan of Merger (Cb Richard Ellis Services Inc), Agreement and Plan of Merger (Blum Capital Partners 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, 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 will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sonic Financial Corp), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (Foundation Medicine, Inc.)
Lost Certificates. If any Certificate Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate Certificates 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 CertificateCertificates, the Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed CertificateCertificates, the Merger Consideration to be paid in respect of the Shares represented by such CertificateCertificates, as contemplated by this ArticleArticle II.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger
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 Exchange Paying Agent will pay, shall pay in exchange for such 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 ArticleAgreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (Pj America Inc), Agreement and Plan of Merger (General Electric Capital 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, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid payable in respect of the Shares represented by such Certificatethereof, as contemplated by pursuant to this ArticleAgreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Price Legacy Corp), Agreement and Plan of Merger (Planetout Inc)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person granting of a bond, in such reasonable amount as the Surviving Corporation may direct, as an indemnity reasonably satisfactory to Parent against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such 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 Articleto which such Person is entitled pursuant hereto.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (U S Laboratories Inc), Agreement and Plan of Merger (Koninklijke Philips Electronics Nv), Agreement and Plan of Merger (Vlsi Technology Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Surviving CorporationPaying Agent, the posting by such Person of a bond, in such reasonable customary 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 will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, as contemplated by under this ArticleArticle 2.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (SecureWorks Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Fitbit, 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 directdirect (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration Parent Shares to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (C Cube Microsystems Inc/De), Agreement and Plan (C Cube Microsystems Inc), Amended And (C Cube Microsystems 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, 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 will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (Sodexho Alliance S A), Agreement and Plan of Merger (Gibson Greetings 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil Corp), Stockholder Agreement (Wiser Oil Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as Buyer 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 will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid cash deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this Article.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CSX Corp), Agreement and Plan of Merger (Norfolk Southern Corp), Execution Copy (Delaware Otsego Corp)
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 Exchange Paying Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Per Common Share Amount payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Herbst Gaming Inc), Agreement and Plan of Merger (Sands Regent), Agreement and Plan of Merger (Peregrine Systems Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Paying Agent will pay, in exchange for such 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.
Appears in 4 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Daniel Industries Inc), Agreement and Plan of Merger (North Face 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, pay the Merger Consideration to be paid in respect accordance with the terms of the Shares represented by Offer to the registered owner of such Certificate, as contemplated by this ArticleShares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advanced Logic Research Inc), Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Gateway 2000 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 CorporationExchange Agent, the posting by such Person person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Shares represented by such Certificate, Certificate as contemplated by this Article.Article I.
Appears in 3 contracts
Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (S3 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 by such person against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the Shares formerly represented by such Certificatethereby, as contemplated by pursuant to this ArticleAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc), Agreement and Plan of Merger and Reorganization (Penny Lane Partners L P), Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may reasonably direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificate as contemplated by this ArticleARTICLE IV.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Athlon Energy Inc.), Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Priceline 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC), Agreement and Plan of Merger (Whittaker 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, 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.Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Television Inc), Agreement and Plan of Merger (Chris Craft Industries Inc), Agreement and Plan of Merger (BHC 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the payment of any reasonable fees, and the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, 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.Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vicinity Corp), Offer Agreement (Earthlink Inc), Offer Agreement (Peoplepc 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificate as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcatel), Agreement and Plan of Merger (Lucent Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be lost, stolen stolen, or destroyed and, if required by Purchaser or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as Purchaser or 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 will pay, shall issue in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares represented by such Certificate, Certificate as contemplated by this ArticleArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the Shares formerly represented by such Certificatethereby, as contemplated by pursuant to this ArticleAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinnard Investments Inc), Agreement and Plan of Merger (Stockwalk Com Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationHoldings, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Holdings may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payshall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated by under this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, 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 or guarantee 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleAgreement.
Appears in 2 contracts
Samples: Warrant Agreement (Advanced Technology Industries Inc), Agreement and Plan of Merger (Advanced Technology 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 CorporationAmalgamated Company, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Amalgamated Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Amalgamation Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Flag Telecom Group LTD), Agreement and Plan of Amalgamation (Flag Telecom Group 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 claiming such Certificate to be lost, stolen or destroyed in such form as Parent may reasonably require 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid payment deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement. SECTION 2.09.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Magellan Health Services 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 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 will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS Caremark Corp), Agreement and Plan of Merger (Longs Drug Stores 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration Consider ation to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FRS Capital Co LLC), Agreement and Plan of Merger (Richton 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 claiming such Certificate to be lost, stolen or destroyed destroyed, the completion of the letter of transmittal by such Person and, if reasonably required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may directrequest, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Catapult Communications Corp), Agreement and Plan of Merger (Ixia)
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 directdirect (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration DuPont Shares to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Pioneer Hi Bred International Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquirer, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Acquirer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated by under this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration (less the Escrow Holdback) to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corporation), Agreement and Plan of Merger (Mercury Interactive Corp)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person 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 person of a bond, bond in such reasonable amount as the Company or the Surviving Corporation Corporation, as the case may directbe, may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration amount to be paid in respect of the Shares represented by which such Certificate, as contemplated by person is entitled pursuant to this Article.Agreement. ARTICLE IV
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Acquisition Inc), Exhibit 1 Agreement and Plan of Merger (Ameriwood Industries 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 claiming such the Certificate to be lost, stolen or 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 direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such 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.Article 1A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ns Acquisition Corp), Agreement and Plan of Merger (National Standard Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as is customarily required by Parent and the Surviving Corporation may direct, Exchange Agent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, in exchange for such 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Freightways Corp), Agreement and Plan of Merger (Fedex 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 Exchange Agent will payissue, in exchange for such 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hilton Hotels Corp), Agreement and Plan of Merger (Promus Hotel Corp/De/)
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, 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 will pay, pay in exchange for such lost, stolen or destroyed Certificate, cash, in an amount equal to the Merger Consideration to be paid in respect product of (x) the number of Company Shares represented by such CertificateCertificate and (y) the Merger Consideration, as contemplated by this Articlewithout any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agency Com LTD), Agreement and Plan of Merger (Seneca Investments LLC)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed holder thereof and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such customary or 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 will pay, in exchange for such lost, stolen or destroyed Certificate, Certificate an amount of cash equal to the Merger Consideration to be paid in respect number of the Shares represented by such Certificatelost, as contemplated stolen or destroyed Certificate multiplied by this Articlethe Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (FGX International Holdings 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 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 Exchange Paying Agent will shall pay, in exchange for such 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 ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Investments USA Inc.), Agreement and Plan of Merger (Genentech 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 recordholder 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bush Boake Allen Inc), Agreement and Plan of Merger (International Flavors & Fragrances 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 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, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, 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 ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Credit Property Trust II Inc), Agreement and Plan of Merger (Spirit Realty Capital, 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 reasonably direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Merged Share represented by such Certificate, as contemplated by this ArticleSection 10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Mercantile Bankshares 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 Corporation, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated by under this ArticleArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Common Shares represented by such Certificate, Certificate as contemplated by this ArticleArticle IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands 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 CorporationExchange Agent, the posting by such Person person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Shares represented by such Certificate, Certificate as contemplated by this Article.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inference Corp /Ca/), Agreement and Plan of Merger (Inference Corp /Ca/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an any 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Share Consideration to be paid in respect of the Shares MBI Common Stock represented by such Certificate, Certificates as contemplated by this Article.
Appears in 2 contracts
Samples: Employment Agreement (Molecular Biosystems Inc), Employment Agreement (Palatin Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationXXXXXXX XX, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation XXXXXXX XX may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, pay in exchange for such lost, stolen or destroyed Certificate, Certificate the REIT 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 ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.), Agreement and Plan of Merger (Hartman Short Term Income Properties XX, 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 Exchange Paying Agent will pay, shall pay in exchange for respect of such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Power Holdings Inc), Agreement and Plan of Merger (Reliant Resources 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 CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the OLYMPIC Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Voting Agreement (Olympic Cascade Financial Corp), Agreement and Plan of Merger (First Montauk Financial Corp)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit (in form and substance satisfactory to the Surviving Corporation) 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 Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
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 Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Common Shares represented by such Certificate, as contemplated by this ArticleArticle II.
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 Exchange Paying Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration due to be paid in respect of the Shares represented by such Certificate, as contemplated by person pursuant to this ArticleAgreement.
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 Exchange Agent will shall pay, in exchange for such 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.Article 2. Table of Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transkaryotic Therapies 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 Acquiror, Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such 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 ArticleAgreement.
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, 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 will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares formerly represented by such Certificate, as contemplated by this ArticleArticle II.
Appears in 1 contract
Lost Certificates. If Subject to Section 3.5(e) hereof, 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Site Sourcing 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 Certificatecertificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration ADSs to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
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 Exchange Agent will shall pay, in exchange for such 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 Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person holder claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person holder 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 Certificatecertificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, certificate as contemplated by this Article. SECTION 1.07.
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 Exchange Agent will pay, deliver in exchange for such 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 thereby pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Finance Corp of America)
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such CertificateCompany Common Shares, as contemplated by this ArticleArticle II.
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 Exchange Agent will pay, shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration consideration with respect to be paid in respect the shares of the Shares Seller Common Stock formerly represented by such Certificate, as contemplated by this Articlethereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stifel Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person 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 Exchange Paying Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 1 contract
Lost Certificates. If For any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by in the sole discretion of 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 Exchange Paying Agent will pay, issue the Merger Consideration in exchange for the shares of Company Common Stock represented by such 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castle Bancgroup 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 CorporationEntity, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Entity may direct, as indemnity against any claim that may be made against it the Surviving Entity with respect to such Certificate, the Exchange Agent will pay, in exchange for such lost, stolen or destroyed CertificateCertificate to such Person, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ultra Clean Holdings Inc)
Lost Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate Cer tificate 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 CertificateCertifi cate, the Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid Consid eration, in respect accordance with the provisions of the Shares represented by such Certificate, as contemplated by this ArticleAgreement.
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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, 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 ArticleArticle II.
Appears in 1 contract
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 CorporationHXXXXXX XX, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation HXXXXXX XX may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, pay in exchange for such lost, stolen or destroyed Certificate, 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 ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, 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, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concentra Managed Care 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 Exchange Paying Agent will pay, shall pay in exchange for respect of such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by this Articleholder thereof is entitled pursuant to SECTION 3.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hidary Group Acquisitions, LLC)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration make payment pursuant to be paid in this Article 4 with respect of the Shares represented by to such Certificate, as contemplated by this Article.
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, 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 will pay, in exchange for such 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.
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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle III.
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 Parent or one of the Surviving CorporationCorporations, the posting by such Person person of a bond, bond in such reasonable amount as the Parent or such Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect shares of the Shares represented by such Certificate, as contemplated by this Article.Parent Common Stock 13
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 LLC may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect the shares of the Shares HCIA Common Stock formerly represented by such Certificate, as contemplated by this Articlethereby.
Appears in 1 contract
Samples: And Restated Agreement (Hcia 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 Paying Agent 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 Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sears Hometown & Outlet Stores, 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 Company or the Surviving Corporation, the posting by such Person 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 Exchange Surviving Corporation shall direct the Paying Agent will pay, to issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid payable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Leiner Health Services Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationBank, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Bank may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Bank Share represented by such Certificate, as contemplated by this ArticleSection 3.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercantile Bankshares 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 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 by such Person against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent Surviving Corporation will pay, deliver in exchange for such 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.,
Appears in 1 contract
Samples: Merger Agreement (Channelpoint 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 Exchange Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle III.
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, an indemnity 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 will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid the Total Shares formerly represented thereby, and any unpaid dividends and distributions on Xxxxxx Shares deliverable in respect of the Shares represented by such Certificatethereof, as contemplated by pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Interactive Inc)
Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate 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 Certificatecertificate, the Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, pay the Merger Consideration to be paid in respect accordance with the terms of the Shares represented by Offer to the registered owner of such Certificate, as contemplated by this ArticleShares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aegis 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, 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 will pay, in exchange for such 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.
Appears in 1 contract
Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person holder claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person holder 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 Certificatecertificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, certificate as contemplated by this Article.
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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 Exchange Agent will pay, Parent shall issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleConsideration.
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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 Exchange Paying Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.. ARTICLE III
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Samples: Iii Agreement and Plan of Merger (Prima Energy 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 recordholder 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
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Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person 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 Exchange Agent will pay, shall deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle II.
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Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration consideration payable (subject to be paid Section 2.02(h)) in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
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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 Exchange Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect the shares of the Shares HCIA Common Stock formerly represented by such Certificate, as contemplated by this Articlethereby.
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Samples: Exhibit 99 (Hcia 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 Exchange Agent or the Surviving CorporationBank, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Bank may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Bank Share represented by such Certificate, as contemplated by this ArticleSection 3.09.
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Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit and providing for indemnity against any claim that may be made against the Exchange Agent, Parent or Surviving Corporation (each in form reasonably acceptable to Parent) 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 Exchange Agent will payissue, in exchange for such 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, as contemplated by this ArticleArticle 2.
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Samples: Agreement and Plan of Merger
