Common use of Lost or Stolen Certificates Clause in Contracts

Lost or Stolen Certificates. If any holder of IRBC Common Stock convertible into the right to receive shares of ANB Common Stock is unable to deliver the IRBC Certificate that represents 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 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 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 IRBC Certificate for exchange pursuant to this Agreement.

Appears in 2 contracts

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

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Lost or Stolen Certificates. If any holder of IRBC PBF Common Stock convertible into the right to receive shares of ANB Common Stock is unable to deliver the IRBC PBF Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC PBF Certificate for exchange pursuant to this Agreement.

Appears in 2 contracts

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

Lost or Stolen Certificates. If any holder of IRBC FCB Common Stock convertible into the right to receive shares of ANB Common Stock is unable to deliver the IRBC FCB Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC FCB Certificate for exchange pursuant to this Agreement.

Appears in 2 contracts

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

Lost or Stolen Certificates. If any holder of IRBC BANK Common Stock convertible into the right to receive shares of ANB TIB Common Stock is unable to deliver the IRBC BANK Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC BANK Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Plan of Merger and Merger Agreement (Tib Financial Corp.)

Lost or Stolen Certificates. If any holder of IRBC BHC Common Stock convertible into the right to receive shares of ANB Newco-PLC Common Stock is unable to deliver the IRBC BHC Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC BHC Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Transaction Agreement (Protective Life Corp)

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Lost or Stolen Certificates. If any holder of IRBC PB Common Stock convertible into the right to receive shares of ANB NCC Common Stock or cash is unable to deliver the IRBC PB Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC PB Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Commerce Corp)

Lost or Stolen Certificates. If any holder of IRBC HBI Common Stock convertible into the right to receive shares of ANB JBI Common Stock is unable to deliver the IRBC HBI Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC HBI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jacksonville Bancorp Inc /Fl/)

Lost or Stolen Certificates. If any holder of IRBC VBI Common Stock convertible into the right to receive shares of ANB CBF Common Stock is unable to deliver the IRBC VBI Certificate that represents IRBC 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 IRBC 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 IRBC 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 IRBC VBI Certificate for exchange pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Centerstate Banks of Florida Inc)

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