Common use of Lost or Stolen Certificates Clause in Contracts

Lost or Stolen Certificates. If any holder of FCB Common Stock convertible into the right to receive shares of ANB Common Stock is unable to deliver the FCB Certificate that represents FCB Common Stock, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB that any such FCB Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB to indemnify and hold ANB and the Exchange Agent harmless; and (c) evidence satisfactory to ANB that such person is the owner of the shares theretofore represented by each FCB Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB Certificate for exchange pursuant to this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Alabama National Bancorporation), Merger Agreement (Florida Choice Bankshares, Inc.)

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Lost or Stolen Certificates. If any holder of FCB IRBC Common Stock convertible into the right to receive shares of ANB Common Stock is unable to deliver the FCB IRBC Certificate that represents FCB IRBC Common Stock, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB that any such FCB IRBC Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB to indemnify and hold ANB and the Exchange Agent harmless; and (c) evidence satisfactory to ANB that such person is the owner of the shares theretofore represented by each FCB IRBC Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB IRBC Certificate for exchange pursuant to this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Alabama National Bancorporation), Merger Agreement (Indian River Banking Company)

Lost or Stolen Certificates. If any holder of FCB PBF Common Stock convertible into the right to receive shares of ANB Common Stock is unable to deliver the FCB PBF Certificate that represents FCB PBF Common Stock, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB that any such FCB PBF Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB to indemnify and hold ANB and the Exchange Agent harmless; and (c) evidence satisfactory to ANB that such person is the owner of the shares theretofore represented by each FCB PBF Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB PBF Certificate for exchange pursuant to this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Alabama National Bancorporation), Merger Agreement (P B Financial Services Corp)

Lost or Stolen Certificates. If any holder of FCB BANK Common Stock convertible into the right to receive shares of ANB TIB Common Stock is unable to deliver the FCB BANK Certificate that represents FCB BANK Common Stock, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB TIB Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB TIB that any such FCB BANK Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB TIB to indemnify and hold ANB TIB and the Exchange Agent harmless; and (c) evidence satisfactory to ANB TIB that such person is the owner of the shares theretofore represented by each FCB BANK Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB BANK Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Tib Financial Corp.)

Lost or Stolen Certificates. If any holder of FCB HBI Common Stock convertible into the right to receive shares of ANB JBI Common Stock is unable to deliver the FCB HBI Certificate that represents FCB HBI Common Stock, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB JBI Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB JBI that any such FCB HBI Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB JBI to indemnify and hold ANB JBI and the Exchange Agent harmless; and (c) evidence satisfactory to ANB JBI that such person is the owner of the shares theretofore represented by each FCB HBI Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB HBI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Jacksonville Bancorp Inc /Fl/)

Lost or Stolen Certificates. If any holder of FCB VBI Common Stock convertible into the right to receive shares of ANB CBF Common Stock is unable to deliver the FCB VBI Certificate that represents FCB VBI Common Stock, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB CBF Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB CBF that any such FCB VBI Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB CBF to indemnify and hold ANB CBF and the Exchange Agent harmless; and (c) evidence satisfactory to ANB CBF that such person is the owner of the shares theretofore represented by each FCB VBI Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB VBI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Centerstate Banks of Florida Inc)

Lost or Stolen Certificates. If any holder of FCB BHC Common Stock convertible into the right to receive shares of ANB Newco-PLC Common Stock is unable to deliver the FCB BHC Certificate that represents FCB BHC Common Stock, BHC and the Exchange AgentStockholder Representative, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB Newco-PLC Common Stock to which the holder is entitled for such shares of BHC Common Stock upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB Protective that any such FCB BHC Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB Protective to indemnify and hold ANB and the Exchange Agent Protective harmless; and (c) evidence satisfactory to ANB Protective that such person is the owner of the shares theretofore represented by each FCB BHC Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB BHC Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Protective Life Corp)

Lost or Stolen Certificates. If any holder of FCB PICM Common Stock or MAI Common Stock convertible into the right to receive shares of ANB the Holding Company Common Stock and/or cash is unable to deliver the FCB Certificate that certificate which represents FCB Common Stocksuch shares, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB Common Stock PICM Merger Consideration or MAI Merger Consideration, as applicable, to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB the Holding Company that any such FCB Certificate certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB the Holding Company to indemnify and hold ANB the Holding Company and the Exchange Agent harmless; and (c) evidence satisfactory to ANB the Holding Company that such person is the owner of the shares theretofore represented by each FCB Certificate certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB Certificate certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Consolidation Agreement (Medical Assurance Inc)

Lost or Stolen Certificates. If any holder of FCB RBF Common Stock convertible into the right to receive shares of ANB NCC Common Stock or cash is unable to deliver the FCB RBF Certificate that represents FCB RBF Common Stock, the Exchange AgentNCC shall instruct its registrar and transfer agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to make appropriate book entries with respect to such holder for the shares of ANB NCC Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB NCC that any such FCB RBF Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB NCC to indemnify and hold ANB NCC and the Exchange Agent harmless; and (c) evidence satisfactory to ANB NCC that such person Person is the owner of the shares theretofore represented by each FCB RBF Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person Person who would be entitled to present such FCB RBF Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

Lost or Stolen Certificates. If any holder of FCB PBI Common Stock convertible into the right to receive shares of ANB NCC Common Stock or cash is unable to deliver the FCB PBI Certificate that represents FCB PBI Common Stock, the Exchange AgentNCC shall instruct its registrar and transfer agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to make appropriate book entries with respect to such holder for the shares of ANB NCC Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB NCC that any such FCB PBI Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB NCC to indemnify and hold ANB NCC and the Exchange Agent harmless; and (c) evidence satisfactory to ANB NCC that such person Person is the owner of the shares theretofore represented by each FCB PBI Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person Person who would be entitled to present such FCB PBI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

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Lost or Stolen Certificates. If any holder of FCB PIC WISCONSIN Common Stock convertible into the right to receive shares of ANB the PRA Common Stock is unable to deliver the FCB Certificate that certificate which represents FCB Common Stocksuch shares, the Exchange Agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder the shares of ANB Common Stock Merger Consideration to which the holder is entitled for such shares upon presentation of the following: (ai) evidence to the reasonable satisfaction of ANB the Exchange Agent and PRA that any such FCB Certificate certificate has been lost, wrongfully taken or destroyed; (bii) such security or indemnity as may be reasonably requested by ANB the Exchange Agent or PRA to indemnify and hold ANB PRA and the Exchange Agent harmless; and (ciii) evidence satisfactory to ANB the Exchange Agent and PRA that such person is the owner of the shares theretofore represented by each FCB Certificate certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person who would be entitled to present such FCB Certificate certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Proassurance Corp)

Lost or Stolen Certificates. If any holder of FCB FPFI Common Stock convertible into the right to receive shares of ANB Progress Common Stock or cash is unable to deliver the FCB FPFI Certificate that represents FCB FPFI Common Stock, the Exchange AgentProgress shall instruct its registrar and transfer agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to such holder issue certificates for the shares of ANB Progress Common Stock to which the holder is entitled for such shares upon presentation of the following: the (a) evidence to the reasonable satisfaction of ANB Progress that any such FCB FPFI Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB Progress to indemnify and hold ANB and the Exchange Agent Progress harmless; and (c) evidence satisfactory to ANB Progress that such person Person is the owner of the shares theretofore represented by each FCB FPFI Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person Person who would be entitled to present such FCB FPFI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement

Lost or Stolen Certificates. If any holder of FCB FFHI Common Stock convertible into the right to receive shares of ANB NCC Common Stock or cash is unable to deliver the FCB Certificate that represents FCB Common Stocksuch holder’s FFHI Certificate, the Exchange AgentNCC shall instruct its registrar and transfer agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to make appropriate book entries with respect to such holder for the shares of ANB NCC Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB NCC that any such FCB FFHI Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB NCC to indemnify and hold ANB NCC and the Exchange Agent harmless; and (c) evidence satisfactory to ANB NCC that such person Person is the owner of the shares theretofore represented by each FCB FFHI Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person Person who would be entitled to present such FCB FFHI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

Lost or Stolen Certificates. If any holder of FCB PCB Common Stock convertible into the right to receive shares of ANB NCC Common Stock or cash is unable to deliver the FCB Certificate that represents FCB Common Stocksuch holder’s PCB Certificate, the Exchange Agentthen NCC shall instruct its registrar and transfer agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to make appropriate book entries with respect to such holder for the shares of ANB NCC Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB NCC that any such FCB PCB Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB NCC to indemnify and hold ANB NCC and the Exchange Agent harmless; and (c) evidence satisfactory to ANB NCC that such person Person is the owner of the shares theretofore represented by each FCB PCB Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person Person who would be entitled to present such FCB PCB Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

Lost or Stolen Certificates. If any holder of FCB PB Common Stock convertible into the right to receive shares of ANB NCC Common Stock or cash is unable to deliver the FCB PB Certificate that represents FCB PB Common Stock, the Exchange AgentNCC shall instruct its registrar and transfer agent, in the absence of actual notice that any such shares have been acquired by a bona fide purchaser, shall deliver to make appropriate book entries with respect to such holder for the shares of ANB NCC Common Stock to which the holder is entitled for such shares upon presentation of the following: (a) evidence to the reasonable satisfaction of ANB NCC that any such FCB PB Certificate has been lost, wrongfully taken or destroyed; (b) such security or indemnity as may be reasonably requested by ANB NCC to indemnify and hold ANB NCC and the Exchange Agent harmless; and (c) evidence satisfactory to ANB NCC that such person Person is the owner of the shares theretofore represented by each FCB PB Certificate claimed by the holder to be lost, wrongfully taken or destroyed and that the holder is the person Person who would be entitled to present such FCB PB Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

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