Common use of Lost, Stolen or Destroyed Certificates Clause in Contracts

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Purchaser, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.1(a). Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent the Purchaser may, in its sole discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Purchaser, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereofthis Article II; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in with respect thereof pursuant to Section 2.1 hereofthereto; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum reasonable and customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.7; provided, however, provided that Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum customary and reasonable amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such portion of the Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof3.1(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Parent, or a bond in such sum as it Parent may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with in respect to of the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 3.1(a) hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof1.6(a); provided, however, that Parent Sub may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Sub or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 3.7 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates certificates for any Company Common Share shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue cause to be issued in exchange for such lost, stolen or destroyed Certificatescertificates and for each such share, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof3.7; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof3.7; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Merger Consideration payable in with respect thereof pursuant to Section 2.1 hereofthereto; provided, however, that Parent or the Paying Agent may, in its discretion and as a condition precedent to the payment of such portion of the Merger Consideration, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum reasonable and customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof and any dividends or other distributions as may be required pursuant to Section 2.1 hereofthis Article 2; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been are lost, stolen or destroyed, the Paying Agent shall Parent will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereofthereof and the other deliveries required above, the applicable Merger Consideration payable in respect thereof pursuant to Section 2.1 hereofConsideration; provided, however, that Parent the Surviving Corporation may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent it with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof1.6(a); provided, however, that Parent Sub may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Sub or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable such shares of Parent Common Stock (and cash in respect thereof lieu of fractional shares) as may be required pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Purchaser, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof to which the holder is entitled pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent or Parent, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.7 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that and if required by Parent may, in its discretion and as a condition precedent to sole discretion, the payment posting by such holder of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in customary amount and upon such sum terms as it may reasonably direct be required by Parent as indemnity against any claim that may be made against Parentit, the Surviving Corporation or the Paying Agent with respect to such Certificate, Parent will cause the Certificates alleged Surviving Corporation or the Paying Agent to have been pay in exchange for such lost, stolen or destroyeddestroyed Certificate the Merger Consideration payable in respect of the Shares previously evidenced by such lost, stolen or destroyed Certificate, without any interest thereon.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration Per Share Amount payable or deliverable in respect thereof pursuant to Section 2.1 hereofthis Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of any such Merger Consideration, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue pay in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereofexchange for such lost, stolen or destroyed Certificates; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a customary bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates certificates shall have been lost, stolen stolen, or destroyed, Parent shall transfer the Paying Agent shall issue in exchange for Merger Consideration payable with respect to such lost, stolen or stolen, or, destroyed Certificates, certificates upon the making of an affidavit of that fact by the holder thereof. However, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such portion of the Merger Consideration, require the owners owner of such lost, stolen stolen, or destroyed Certificates certificates to deliver a bond in such sum reasonable and customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Parent or Surviving Corporation or the Paying Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Targets Common Stock as may be required pursuant to Section 2.1 hereofthis Agreement; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall will issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration Per Share Price (less any applicable withholding Taxes in respect thereof) payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.10. Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.1(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.01(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim Action that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any --------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof1.6(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Sub or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Stock as may be required pursuant to Section 2.1 hereof2.8; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration payable consideration for Company Common Stock or Cashed-Out Options, as applicable, as set forth in respect thereof pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Company or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment issuance of such the Merger Consideration, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such portion of the Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof3.1(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Parent, or a bond in such sum as it Parent may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with in respect to of the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates certificates representing Shares (“Certificates”) shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in with respect thereof pursuant to Section 2.1 hereofthereto; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum reasonable and customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such Parent Shares as may be required pursuant to Section 2.1 hereof1.7 as well as the other Merger Consideration as provided in this Article; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration Per Share Price payable in respect thereof pursuant to Section 2.1 hereof2.7; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof and any dividends or other distributions as may be required pursuant to Section 2.1 hereofthis Article I; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against ParentGuarantor, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereofsuch shares of Parent Common Stock as may be required; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.7; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable as provided in respect thereof pursuant to Section 2.1 hereofthis Article II; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form satisfactory to Parent, or a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof1.6(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or Company, the Paying Agent or any of their respective representatives or agents with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof and any dividends or other distributions as may be required pursuant to Section 2.1 hereofthis Article I; provided, however, that Parent may, in its -------- ------- discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against ParentGuarantor, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, thereof the Merger Consideration payable as provided in respect thereof pursuant to Section 2.1 hereofthis Article II; providedPROVIDED, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form satisfactory to Parent, or a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.Surviving

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lostCertificate, stolen or destroyed Certificates, upon following the making of an affidavit of that fact by the record holder thereof, the Merger Consideration payable in respect thereof such cash as may be required pursuant to Section 2.1 hereof2.7(a) in respect of the shares of Company Common Stock represented by such Certificate; provided, however, provided that Parent or the Paying Agent may, in its respective discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners record holder of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent or the Paying Agent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or Corporation, the Paying Agent and/or any of their respective Representatives with respect to the Certificates alleged to have been lost, stolen or destroyedsuch Certificate.

Lost, Stolen or Destroyed Certificates. In Notwithstanding anything here to the contrary herein, in the event that any Certificates shall have been lost, stolen or destroyed, Parent shall pay the Paying Agent shall issue Merger Consideration in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates to provide an indemnity or deliver a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration such shares of Parent Common Stock and any dividends or distributions payable in respect thereof pursuant to Section 2.1 hereof1.7(d); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Transfer Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent the Purchaser may, in its sole discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Purchaser, the Surviving Corporation or the Paying Transfer Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof1.6(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Sub or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof to such holder pursuant to Section 2.1 2.2 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Parent Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct in accordance with customary industry practice as an indemnity against any claim that may be made against Parent, the Purchaser, the Surviving Corporation Company or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.7; provided, however, that Parent or the Payment Agent may, in its their discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it they may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent 2.1(a). Merger Sub may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against the Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof1.6; providedPROVIDED, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereofthereof reasonably acceptable to the Payment Agent and the Surviving Corporation, the Merger Consideration Per Share Price payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.7. Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum reasonable amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.1.1. Parent or the Paying Agent may, in its their reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. 89887722_19 150326672.16

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent or Surviving Corporation may, in its their sole discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Purchaser, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.1(a). Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof2.1(a); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Parent, or a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.7 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereofthereof in customary form, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.1(a). Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereof3.1; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect to which the holder thereof is entitled pursuant to Section 2.1 hereofthis Article I; provided, however, that Parent or the Surviving Corporation may, in its their discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it they may reasonably direct as indemnity against any claim that may be made against Parent, the Company, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof3.7; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such reasonable sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration Per Share Price payable in respect thereof pursuant to Section 2.1 hereof1.7; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon receiving notice from the holder thereof and upon the making of an affidavit of that fact by the holder thereofsuch holder, the Merger Consideration payable in respect thereof such amount as may be required pursuant to Section 2.1 1.6 hereof; provided, however, that Parent may, in its discretion and and, as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, the applicable Merger Consideration payable in respect thereof pursuant to Section 2.1 hereofof the shares of Company Common Stock represented by such lost, stolen or destroyed Certificates; provided, however, provided that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificates certificate shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof2.05(b); provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance and delivery thereof, require the owners owner of such lost, stolen or destroyed Certificates certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Company Certificates shall have been lost, stolen or destroyed, the Parent shall cause the Paying Agent shall issue to pay in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger such payment of Aggregate Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereofthis ARTICLE II; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Paying Agent or the Surviving Corporation or the Paying Agent with respect to the Company Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof3.01(b); providedPROVIDED, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance and delivery thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof3.01(b); providedPROVIDED, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance and delivery thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Stock as may be required pursuant to Section 2.1 hereof2.7; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.1(a). The Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against the Parent, the Purchaser, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue pay the amounts payable pursuant to Section 1.6 in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationthe amounts payable pursuant to Section 1.6, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof and any dividends or other distributions as may be required pursuant to Section 2.1 hereofthis Article I; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.1(a). Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, Consideration require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof3.01(b); provided, however, that Parent may, in -------- ------- its discretion and as a condition precedent to the payment of such Merger Considerationissuance and delivery thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates -------------------------------------- evidencing Convertible Shares shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof2.1; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, Parent shall pay (or deposit on the Paying Agent shall issue shareholder's behalf with the Escrow Agent, as applicable) in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such portion of the Aggregate Merger Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationpayment, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable or deliverable in respect thereof pursuant to Section 2.1 hereofthis Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent and the Company may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock as may be required pursuant to Section 2.1 hereofSections 2.7(a) and 2.8; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver agree to indemnify Parent (including by delivery of a bond in such sum as it Parent may reasonably direct as indemnity direct) against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof Shares (and dividends or distributions) as may be required pursuant to Section 2.1 hereof3.01(a); provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall certificates have been lost, stolen or destroyed, the Paying Payment Agent shall will issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration Per Share Price (less any applicable withholding Taxes payable in respect thereof) payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.9. Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, require the owners of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable such Parent Common Shares (and cash in respect thereof lieu of fractional shares) as may be required pursuant to Section 2.1 hereof2.6; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificates alleged to have been lost, lost stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such shares of Parent Common Stock or Parent Preferred Stock as may be required pursuant to Section 2.1 hereof1.7; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger such Transaction Consideration payable in respect thereof as may be required pursuant to Section 2.1 hereof2.6 and 2.8.5 of this Agreement; provided, however, that Parent may, in its sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent Parent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the such Merger Consideration payable in respect thereof pursuant to Section 2.1 hereofof the Shares represented by such lost, stolen or destroyed Certificates; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation Parent or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof such amounts as may be required pursuant to Section 2.1 hereof2.2 with respect to the number of shares of Common Stock represented by such Certificate; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owners owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that If any Certificates shall have been Certificate is lost, stolen or destroyed, the Paying Agent Parent's exchange agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable such shares of Parent Common Stock (and cash in respect thereof lieu of fractional shares) as may be required pursuant to Section 2.1 hereof; provided3.1, however, except that Parent may, in its discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owners owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent exchange agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.7; provided, however, provided that Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall will issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereofthereof in form and substance reasonably acceptable to Parent, the Merger Consideration Per Share Price payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that 2.7(a)(ii). Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum amount as it may reasonably direct as an indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the 5 making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof2.4; provided, however, provided that Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum customary amount and upon such customary terms as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 3.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 2.1(a) hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.