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 the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 the BuyerParent, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require reasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate will pay the Per Share Merger Consideration payable pursuant in accordance with the terms of the Offer 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Buyer shall cause the Exchange Agent shall to issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share 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 andand agreeing to indemnify, if required by the Buyer, the posting by such Person of a bond in such reasonable amount and customary form as Topco or the Buyer Exchange Agent may require as indemnity direct, against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue shall, in exchange for such lost, stolen or destroyed Certificate Certificate, issue the Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 Surviving Corporation or the BuyerPaying Agent, the posting by such Person person of a bond in such reasonable amount as Surviving Corporation or the Buyer Paying Agent reasonably may require direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Company Common Stock 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 the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity by such person against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent shall issue will deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable with respect to the Shares 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant Consideration, without interest thereon, to this Agreementwhich the holders thereof are entitled.

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

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 the Buyernecessary, the posting by such Person the holder of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Exchange Agent shall issue deliver in exchange for such the lost, stolen or destroyed Certificate the Per Share Merger Consideration payable in respect 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 the BuyerSurviving Corporation, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant (less the Escrow Holdback) to be paid in respect of the Shares represented by such Certificate, as contemplated by 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 the Buyer, and the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent shall issue will issue, in each case, in exchange for such lostaffidavit and the posting of the bond, stolen or destroyed Certificate the Per Share Merger Consideration Consideration, payable in respect thereof pursuant to this Agreement.

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 BuyerSurviving Corporation, the posting by such Person holder of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate certificate the Per Share Merger Consideration payable pursuant to be paid in respect of the Shares represented by such certificate as contemplated by this AgreementArticle.

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 BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable with respect to the Shares 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation or the Paying Agent, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation or the Paying Agent may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable to which the holder thereof is entitled pursuant to this Agreement.

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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate will pay the Per Share Merger Consideration payable pursuant in 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue and pay to such person in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable 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 and, if required by the BuyerHolding Company, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Holding Company may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will pay in exchange for such lost, stolen or destroyed Certificate the Per Share applicable aaiPharma Merger Consideration payable 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share applicable Merger Consideration payable 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 and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable customary amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable and customary amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable with respect 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyerdestroyed, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable to be paid in respect 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable deliverable in respect 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 and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will, subject to the applicable terms and conditions of this Agreement, issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 and, if required by and the Buyerproviding of such security or indemnity as the Exchange Agent deems necessary to save and hold the Company and Buyer harmless, the posting by such Person of a bond in such reasonable amount as the Buyer may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreementin exchange 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 with such assurances as the Paying Agent may, in its discretion require, and, if required by the BuyerSurviving Corpo ration, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificate Certificates the Per Share Merger Consideration payable 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 the Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by Surviving Corporation or the BuyerPaying Agent, the posting by such Person person of a bond in such reasonable amount as Surviving Corporation or the Buyer Paying Agent reasonably may require as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Company Common Stock 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 the BuyerSurviving Corporation, the posting by of such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue disburse the applicable Merger Consideration as provided in this Section 3.5 in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this AgreementCertificate.

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 BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable and unpaid dividends and distributions on Parent Shares deliverable in respect thereof, in each case 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 the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share 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 and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable with respect to 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration consideration payable (subject to Section 2.02(h)) 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 holder claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person holder of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will remit in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable, and unpaid dividends and distributions on Retained Shares 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 the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable payable, and unpaid dividends and distributions on Retained Shares (if applicable) 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to 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 the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue will deliver in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable with respect to the shares of Company Common Stock, as the case may be, 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share applicable Merger Consideration payable pursuant to this Agreementand Additional Payments, if 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 destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may reasonably require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration Amount payable 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 the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable payable, and unpaid dividends and distributions on Retained Shares deliverable 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 and, if required by the BuyerCompany, the posting by such Person of a bond in such reasonable amount as the Buyer Company may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will pay in exchange for such lost, stolen or destroyed Certificate the Per Share Sxxxxxxxxx Merger Consideration payable 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable cash to which they are entitled pursuant to this AgreementSection 2.02(a).

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to this AgreementConsideration, without 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 and, if required by the BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.shall

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 Buyer, the posting by such Person of a bond in such reasonable amount as the Buyer may require as and an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Agreement.Article 2. ARTICLE 3 THE SURVIVING CORPORATION Section 3.01

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 BuyerSurviving Corporation, the posting by such Person person of a bond bond, in such reasonable amount as the Buyer Surviving Corporation may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant to this Agreement.or New Parent Preferred Stock (if the Preferred Stockholder Approval

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 BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable will make payment pursuant to this AgreementArticle 4 with respect to 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will deliver in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant with respect to this Agreement.the shares of Common Stock formerly represented thereby. 4.9

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 BuyerSurviving Corporation, the posting by such Person person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Buyer shall cause the Exchange Agent shall to issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 and, if required by the BuyerSurviving Bank, the posting by such Person of a bond bond, in such reasonable amount as the Buyer Surviving Bank may require direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Per Share Merger Consideration payable pursuant to be paid in respect of the Bank Share represented by such Certificate, as contemplated by this AgreementSection 3.11.

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 BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration Amount payable 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 the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable 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 the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate will pay the Per Share Merger Consideration payable pursuant 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the BuyerSurviving Corporation, the posting by such Person of a bond in such reasonable amount as the Buyer Surviving Corporation may require direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue will deliver in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration payable pursuant with respect to this Agreementthe shares of Company Common Stock formerly represented thereby.

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

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