Common use of Lost Certificates Clause in Contracts

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

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

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

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

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed, and, if required by Parent, the posting by such Person of a bond in such amount as the Surviving Corporation may reasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Closing Merger Consideration payable that such holder is otherwise entitled to receive pursuant to, and in respect thereofaccordance with, pursuant to the provisions of this AgreementArticle III.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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, destroyed and, if required by ParentBuyer, the posting by such Person person of a bond in such amount as the Surviving Corporation Buyer may reasonably require, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent Buyer will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration payable Certificate cash deliverable in respect thereof, thereof pursuant to this AgreementSection 2.1 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Lost Certificates. If any Certificate certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person Shareholder claiming such Certificate certificate to be lost, stolen or destroyed, and, if required by Parent, the posting and an agreement by such Person of a bond in such amount as the Surviving Corporation may reasonably require, as indemnity Shareholder to indemnify against any claim that may shall be made against it the Surviving Corporation or Buyer with respect to such Certificatecertificate, the Exchange Agent Buyer will issue deliver in exchange for such lost, stolen or destroyed Certificate, certificate the Merger Consideration payable consideration to be paid in respect thereof, pursuant to of the Shares represented by such certificate as contemplated by this Agreement.

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

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

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

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

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

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

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

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

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, destroyed and, if required by Parentthe Surviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Surviving Corporation may reasonably requiredirect, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable in respect thereof, pursuant to this AgreementConsideration.

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

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

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

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

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

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

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

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

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, destroyed and the posting by providing of such Person of a bond in such amount security or indemnity as the Surviving Corporation may reasonably require, as indemnity against any claim that may be made against it with respect Exchange Agent deems necessary to such Certificatesave and hold the Company and the Buyer harmless, the Exchange Agent will issue shall pay in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable in respect thereof, pursuant to this Agreementexchange for the shares of Company Common Stock represented thereby.

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

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

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed, and, if required by Parent, destroyed and the posting by such Person person of a bond in such reasonable amount as the Surviving Corporation Purchaser may reasonably require, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration payable in with respect thereof, pursuant thereto (subject to this Agreementthe Expense Fund contribution provisions of Section 1.07(d)).

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

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

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

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

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

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

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed, and, if destroyed and the posting of any bond required by Parent, the posting by such Person of a bond Acquiror in such amount as the Surviving Corporation may reasonably require, as indemnity against any claim that may be made against it accordance with respect to such Certificateits policies and practices, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificatecertificate, the Merger Consideration payable in respect thereof, to which the holder may be entitled pursuant to this AgreementArticle IV and any dividends or other distributions to which the holder thereof may be entitled pursuant to Section 4.2(d).

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

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, destroyed and, if required by ParentAcquiror, the posting by such Person person of a bond in such amount as the Surviving Corporation Acquiror may reasonably require, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration payable deliverable in respect thereof, thereof pursuant to this Agreement.

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

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

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

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

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

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

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

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

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

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

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed, destroyed and, if required by Parentthe Surviving Corporation or Hain, the posting by such Person person of a bond bond, in such reasonable amount as the Surviving Corporation or Hain may reasonably requiredirect, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration payable in respect thereofand Additional Payments, pursuant to this Agreementif any.

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 destroyeddestroyed and a lost certificate indemnity, and, or if required by Parentthe Buyer, the posting by such Person person of a bond in such reasonable amount as the Surviving Corporation Buyer may reasonably require, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable Closing Date Payment deliverable in respect thereof, thereof pursuant to this Agreement.

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

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

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

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

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

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

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

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, destroyed and, if required by Parentthe Paying Agent, the posting by such Person of a bond in such customary amount as the Surviving Corporation may reasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable in respect thereof, pursuant to this AgreementConsideration.

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

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

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

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