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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that the Exchange Agent may, as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates representing Company Ordinary Shares (“Certificate”) shall have been lost, stolen or destroyed, the Exchange Agent Acquiror or its paying 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, such shares of Parent Common Stock and cash constituting the Merger Consideration as consideration to which such the holder thereof is entitled pursuant to Section 1.6(a)this Article I (or in the event the Acquisition is effected by way of the Offer, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(dAnnex I); provided, however, that the Exchange Agent Acquiror may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation it or the Exchange Agent its paying agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent Acquiror Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Acquiror may, in its discretion and as a -------- ------- condition precedent to the issuance and payment thereof, require the 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 ParentAcquiror, the Company, the Surviving Corporation Target or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Holdco Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.7(d)1.11(e) hereof; provided, however, that the Exchange Agent Holdco may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Parentthe Exchange Agent, the Company, Holdco or either of the Surviving Corporation or the Exchange Agent Corporations 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 Exchange Agent shall issue and pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Avanex Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a1.5(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.5(g) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d); provided, however, that the Exchange Agent Avanex may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 ParentAvanex, the Company, the Surviving Corporation Oplink or the 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 Exchange 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, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled payable in respect thereof pursuant to Section 1.6(a)2.1(a) or (b) hereof, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions payable pursuant to on the Parent Shares in accordance with Section 1.7(d2.3(f); provided, however, that the Exchange Agent Parent may, in its reasonable discretion and as a condition precedent to the issuance and payment thereofany such payment, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as customary affidavit of loss which includes an indemnity against any claim that may be made against Parent, the CompanyMerger Sub, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock (and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(ain lieu of any fractional shares of Parent Common Stock), cash for fractional sharesand dividends or distributions, if any, as may be required to be issued or paid pursuant to Section 1.6(g) 2.7(a), Section 2.9 and any dividends or distributions payable pursuant to Section 1.7(d2.10(e); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates NeoPath Common Stock certificates shall have been lost, stolen or destroyed, the 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, such shares of Parent AutoCyte Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(c) and any dividends or distributions payable pursuant to Section 1.7(d1.9(c); provided, however, that the Exchange Agent AutoCyte may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation AutoCyte or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the 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 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder that is entitled issuable and payable in respect thereof pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(b) and any dividends or distributions issuable or payable in respect thereof pursuant to Section 1.7(d2.8(c); provided, however, that Parent and/or the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner 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 CompanyInterim Surviving Corporation, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 whole number of shares of Parent Allegro Common Stock and cash constituting into which the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)shares of SPC Capital Stock evidenced thereby shall have been converted, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Allegro may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Allegro or the 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 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 certificates representing the shares of Parent Common Stock and cash constituting which the Merger Consideration as shares of Company Common Stock formerly represented by such Certificates were converted into the right to which such holder is entitled receive pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) 1.6 and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance of such certificates representing shares of Parent Common Stock and payment thereofother distributions, require the 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 Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates evidencing shares of TeleCorp Capital Stock shall have been lost, stolen or destroyed, the 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 thereofthereof in form and substance reasonably acceptable to AWS, such shares of Parent Common AWS Capital Stock and cash constituting the Merger Consideration as to which the holder of such holder is Certificate would otherwise be entitled to pursuant to the provisions of Section 1.6(a), 1.6 and cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d)1.10; provided, however, that the Exchange Agent AWS may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation AWS or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a) as well as the other Merger Consideration as provided in this Article II and any dividends or other distributions payable to which the holders thereof are entitled pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Company or the 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 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder that is entitled issuable and payable in respect thereof pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.7(b) and any dividends or distributions issuable or payable in respect thereof pursuant to Section 1.7(d1.9(c); provided, however, that Parent and/or the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner 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 Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Company Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(a)(iv) hereof and any dividends or distributions payable pursuant to Section 1.7(d)2.8(c) hereof; provided, however, that the Exchange Agent Company may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Fxxxxx Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent Fxxxxx may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Fxxxxx, or a bond in such sum as it Fxxxxx may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Company, the Surviving Corporation Fxxxxx or the 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 any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent ADC Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent ADC may, in its reasonable discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to ADC, or a bond in such sum as it ADC may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Company, the Surviving Corporation ADC or the 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 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder that is entitled issuable and payable in respect thereof pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(b) and any dividends or distributions issuable or payable in respect thereof pursuant to Section 1.7(d2.9(c); provided, however, that Parent and/or the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner 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 CompanyInterim Surviving Corporation, the Final Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 the applicable Merger Consideration, any cash payable in respect thereof in lieu of any fractional shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, 2.3 and any dividends or other distributions as may be required pursuant to Section 1.6(g) and any dividends this Article II in respect of the shares of Company Common Stock represented by such lost, stolen or distributions payable pursuant to Section 1.7(d)destroyed Certificates; provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact (in form and substance reasonably satisfactory to Targeted) by the holder thereofof such Certificate, such shares of Parent Targeted Common Stock (and shall pay cash constituting the Merger Consideration in lieu of any fractional shares) as to which such holder is entitled may be issuable pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that the Exchange Agent Targeted may, in its discretion and as a condition precedent to the such issuance (and payment thereofpayment), require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Targeted may reasonably direct as indemnity against any claim that may be made against Parent, the CompanyTargeted, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Acquiror Common Stock (and cash in lieu of any fractional shares of Acquiror Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional sharesdividends or distributions, if any, in respect thereof) as may be required pursuant to Section 1.6(gSections 2.7(a) and any dividends or distributions payable pursuant to Section 1.7(d(b); provided, however, that the Exchange Agent Acquiror may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Acquiror or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Newco Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.7(d)1.11(e) hereof; provided, however, that the Exchange Agent Newco may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Parentthe Exchange Agent, the Company, Newco or either of the Surviving Corporation or the Exchange Agent Corporations with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, Contingent Stock Rights as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the 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 any Certificates certificates evidencing shares of Trilogy's Common Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent AmeriNet Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)FOR FRACTIONAL SHARES, cash for fractional sharesIF ANY, if anyAS MAY BE REQUIRED PURSUANT TO SECTION 1.6; PROVIDED, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d); provided, howeverHOWEVER, that the Exchange Agent AmeriNet may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation AmeriNet or the 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 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, certificates representing the Pinoak Shares into which the NPRI Shares represented by such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled Certificates were converted pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1(h) and any dividends or distributions payable pursuant to Section 1.7(d1(j)(4); provided, however, that the Exchange Agent Pinoak may, in its discretion and as a condition precedent to the issuance of such certificates representing the Pinoak Shares, cash and payment thereofother distributions, require the 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 CompanyPinoak, the Surviving Corporation or the 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 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to into which the shares of Company Common Stock represented by such holder is entitled Certificates were converted pursuant to Section 1.6(a)1.6 hereof, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d)) hereof; provided, however, that NBEV and the Exchange Agent may, in their reasonable discretion and as a condition precedent to the issuance of such Merger Consideration, cash and payment thereofother distributions, require the 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 CompanyNBEV, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any -------------------------------------- Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent NetIQ Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.7(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent NetIQ may, in its discretion and as a condition -------- ------- precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation NetIQ or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent IDEC Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent IDEC may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to IDEC, or a bond in such sum as it IDEC may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Company, the Surviving Corporation IDEC or the Exchange Agent with in respect to of the Certificates alleged to have been lost, stolen or destroyed.. ARTICLE III

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(b) as well as the other Merger Consideration as provided in this Section 2.2(e) and any dividends or other distributions payable to which the holders thereof are entitled pursuant to Section 1.7(d2.2(d); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form satisfactory to Parent, or a bond in such reasonable sum as it Parent may reasonably direct as indemnity against any claim that may be made against Parent, the Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent Purchaser Common Stock and Stock, any cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(j) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Purchaser may, in its discretion and as a condition -------- ------- precedent to the issuance and payment thereof, require the 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 ParentPurchaser, the Company, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- certificates evidencing shares of Company Preferred Stock or Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue make payment in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g4.1(f) hereof and any dividends or distributions payable pursuant to Section 1.7(d)the Reorganization Agreement; provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Healtheon/WebMD Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g3.1(d) and any dividends or distributions payable pursuant to Section 1.7(d4.1(d); providedPROVIDED, however, that HOWEVER the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as an indemnity against any claim that may be made against Parent, the Company, the Surviving Corporation Corporation, Healtheon/WebMD, Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent Company Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(a)(iv) hereof and any dividends or distributions payable pursuant to ------------------ Section 1.7(d)2.8(c) hereof; provided, however, that the Exchange Agent Company -------------- may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent MetaTools Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent MetaTools may, in its discretion and as a -------- ------- condition precedent to the issuance and payment thereof, require the 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 ParentMetaTools, the Company, the Surviving Corporation Fractal or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- certificate evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent Acquiror Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)cash, including cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d)this Article II; provided, however, that the Exchange Agent Acquiror may, in its reasonable discretion and as a -------- ------- condition precedent to the issuance and payment thereof, require the 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 CompanyAcquiror, the Surviving Corporation Corporation, or the Exchange Agent with respect to the Certificates certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates evidencing shares of Company Common Stock or Company Preferred Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.06(i) and any dividends or distributions the cash payable pursuant to in the manner specified in Section 1.7(d)2.06 hereof; provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent West Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that the Exchange Agent West may, in its discretion and as a condition precedent -------- ------- to the issuance and payment thereof, require the 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 Company, the Surviving Corporation West or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates -------------------------------------- evidencing shares of Impulse Buy Capital Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent Inktomi Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d)4.1; provided, however, -------- ------- that the Exchange Agent Inktomi may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Inktomi or the 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 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, such shares of Parent Common Stock and cash constituting the Merger Consideration as to into which the shares of Company Common Stock represented by such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) Certificates were converted and any dividends or distributions payable pursuant to Section 1.7(d2.7(d); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance payment of such Merger Consideration and payment thereofother dividends or distributions, require the 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 Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates certificates evidencing shares of Company Capital Stock shall have been lost, stolen stolen, or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen stolen, or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) 1.6 and any dividends or other distributions payable as may be required pursuant 6 to Section 1.7(d)1.8; provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen stolen, or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue certificates representing such shares of Parent Common Stock and cash for fractional shares, if any, as may be required by Section 1.6(e) in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that Parent or the Exchange Agent may, in its -------- ------- discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificate -------------------------------------- evidencing shares of Aurum Common Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent Baan Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Shares, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Baan -------- ------- may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 ParentBaan, the Company, the Surviving Corporation Aurum or the Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates -------------------------------------- evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue certificates representing such shares of Parent Common Stock or New Preferred Stock and cash for fractional shares, if any, as may be required pursuant to Section 1.6(e) in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d); provided, however, that Parent or the Exchange Agent may, -------- ------- in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. EXECUTION VERSION

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent IDEC Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent IDEC may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to IDEC, or a bond in such sum as it IDEC may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Company, the Surviving Corporation IDEC or the 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 any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Common Stock and cash constituting Merger Shares (less the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(aEscrow Shares), such pro rata amount of the Cash Consideration (less the Escrow Cash) and cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d)SECTION 1.5; providedPROVIDED, howeverHOWEVER, that the Exchange Agent PurchasePro may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation PurchasePro or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Company Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a) or 2.1(d), cash in lieu of fractional shares pursuant to Section 2.1(g) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent Company may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to the Company, or a bond in such sum as it the Company may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Company, the Surviving Corporation Company or the 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 any Certificates certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) 1.6 and any dividends or other distributions payable to which the holders thereof are entitled pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates 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 Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- shall have been lost, stolen or destroyed, the 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 shares of Parent Company Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(a)(iv) hereof and any dividends or distributions payable pursuant to ------------------ Section 1.7(d)2.8(c) hereof; provided, however, that the Exchange Agent Company may, in its discretion -------------- and as a condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Exar Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.8(d) hereof and any dividends or distributions payable pursuant to Section 1.7(d)1.8(e) hereof; provided, however, that Exar or the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 Parentthe Exchange Agent, the Company, Exar or the Surviving Corporation or the 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 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder that is entitled issuable and payable in respect thereof pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(b) and any dividends or distributions issuable or payable in respect thereof pursuant to Section 1.7(d2.9(c); provided, however, that Parent and/or the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner 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 Company, the Surviving Corporation or the 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 Exchange Agent shall issue and pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent EpiCept Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a1.5(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g1.5(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d); provided, however, that the Exchange Agent EpiCept may, in its discretion and as a condition precedent to the issuance and payment thereof, require the 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 ParentEpiCept, the Company, the Surviving Corporation Maxim or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- Certificate shall have been lost, stolen or destroyeddestroyed (a "Lost Certificate"), ---------------- the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificatesshall, upon the making of an affidavit of that fact by the holder registered owner thereof, deliver to such shares of Parent Common Stock and cash constituting the owner such Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and 1.06, any dividends or distributions payable ------------ pursuant to Section 1.7(d1.07(c) or any cash payable pursuant to Section 1.06(e); --------------- --------------- provided, however, that the Exchange Agent PARENT may, in its sole discretion and as a condition precedent to the issuance and payment delivery thereof, require the registered owner of such lost, stolen or destroyed Certificates Lost 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 Company, the Surviving Corporation PARENT or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyedLost Certificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the 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, such shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)Stock, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) 1.6 and any dividends 5 or other distributions payable to which the holders thereof are entitled pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates 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 Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 whole number of shares of Parent Herley Common Stock and cash constituting into which the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a)sxxxxx of Metraplex Capital Stock evidenced thereby shall have been converted, cash for fractional shares, if any, as may be required pursuant to Section 1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d); provided, however, that the Exchange Agent Herley may, as a in its discretion anx xx x condition precedent to the issuance and payment thereof, require the 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 Company, the Surviving Corporation Herley or the Exchange Agent with respect rexxxxx to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the 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 shares of Parent Xxxxxx Common Stock and cash constituting the Merger Consideration as to which such holder is entitled pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.1(a), cash for fractional shares pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c); provided, however, that the Exchange Agent Xxxxxx may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver an agreement of indemnification in form reasonably satisfactory to Xxxxxx, or a bond in such sum as it Xxxxxx may reasonably direct as indemnity indemnity, against any claim that may be made against Parent, the Company, the Surviving Corporation Xxxxxx or the 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 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 shares of Parent Common Stock and cash constituting the Merger Consideration as to which such holder that is entitled issuable and payable in respect thereof pursuant to Section 1.6(a), cash for fractional shares, if any, as may be required pursuant to Section 1.6(g2.7(b) and any dividends or distributions issuable or payable in respect thereof pursuant to Section 1.7(d2.9(c); provided, however, that Parent and/or the Exchange Agent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct (consistent with market practice) as an indemnity against any claim that may be made against Parent, the CompanyInterim Surviving Corporation, the Final Surviving Corporation Entity or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.