Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 16 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Regal Rexnord Corp), Agreement and Plan of Merger (Altra Industrial Motion Corp.), Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, as contemplated by this Article II.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Lincare Holdings Inc), Agreement and Plan of Merger (Quixote Corp), Agreement and Plan of Merger (Quixote Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp), Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)
Lost, Stolen or Destroyed Certificates. If Notwithstanding the requirements to surrender a Certificate contained in Section 3.09, if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for the shares of the Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificateshares, as contemplated by this Article IIless any applicable tax withholding.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have formerly representing shares of Company Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall deliver and pay, in exchange for such lost, stolen or destroyed Certificatecertificate, the applicable Merger Consideration to be paid payable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by thereof pursuant to this Article IIAgreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Gas Natural Inc.), Agreement and Plan of Merger (Joy Global Inc), Agreement and Plan of Merger (Empire District Electric Co)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Paying Agent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Piedmont Natural Gas Co Inc), Agreement and Plan of Merger (Duke Energy CORP), Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, as contemplated by this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gmi Merger Corp), Agreement and Plan of Merger (FFG Merger Corporation, Inc), Agreement and Plan of Merger (Guilford Mills Inc)
Lost, Stolen or Destroyed Certificates. If Notwithstanding the requirements to surrender a Certificate contained in Section 3.09, if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for the shares of Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificateshares, as contemplated by this Article IIless any applicable tax withholding.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Morphic Holding, Inc.), Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (POINT Biopharma Global Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc), Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.), Agreement and Plan of Merger (Questar Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in the form required by Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as is sufficient to provide a full indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Dynamex Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent (on behalf of US Parent) or US Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)
Lost, Stolen or Destroyed Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationParent, the posting by such Person of a bond, bond in customary amount and upon such reasonable amount terms as may be required by Parent may direct, as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay, pay the aggregate Per Share Merger Consideration in exchange for respect of the number of shares of Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Aleris Corp), Agreement and Plan of Merger (Novelis Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the applicable Merger Consideration to be paid such Person in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc), Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.), Agreement and Plan of Merger (Maine & Maritimes Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationExchange Agent, the posting by such Person of a bond, bond in such reasonable amount as Parent or the Exchange Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of the Company Common Stock formerly represented by underlying such Certificate, lost instrument as contemplated by this Article IIArticle.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.)
Lost, Stolen or Destroyed Certificates. If Notwithstanding the requirements to surrender a Certificate contained in Section 2.09, if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for the shares of Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificateshares, as contemplated by this Article IIwithout interest and less any applicable tax withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dermira, Inc.), Agreement and Plan of Merger (Loxo Oncology, Inc.), Agreement and Plan of Merger (ARMO BioSciences, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article ARTICLE II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Terra Industries Inc), Agreement and Plan of Merger (CF Industries Holdings, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arch Chemicals Inc), Agreement and Plan of Merger (Watsco Inc), Agreement and Plan of Merger (Acr Group Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nutra Acquisition CO Inc.), Agreement and Plan of Merger (Plethico Pharmaceuticals Ltd.), Agreement and Plan of Merger (Natrol Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.), Agreement and Plan of Merger (Edac Technologies Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly Shares represented by such Certificate, as contemplated by this Article IIArticle.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comshare Inc), Agreement and Plan of Merger (Comshare Inc)
Lost, Stolen or Destroyed Certificates. If In the event any Certificate Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate Certificate(s) to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount sum as Parent the Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate(s), the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, issue the applicable Merger Consideration to be paid shares of Surviving Corporation Common Stock deliverable in respect of the shares of Company Common Stock formerly represented by such Certificatelost, as contemplated by this Article IIstolen or destroyed Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Cover All Technologies Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent HoldCo may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article IISection 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steinhoff International Holdings N.V.), Agreement and Plan of Merger (Mattress Firm Holding Corp.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IISection 10(d).
Appears in 2 contracts
Samples: Agreement of Merger (Shire PLC), Agreement of Merger (New River Pharmaceuticals Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Lone Star Technologies Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ingram Micro Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate certificate that prior to the Effective Time evidenced shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate certificates to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, bond in such reasonable amount as the Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Disbursing Agent will pay, in exchange for such lost, stolen or destroyed Certificatecertificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marimba Inc), Agreement and Plan of Merger (BMC Software Inc)
Lost, Stolen or Destroyed Certificates. If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Share Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Share Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Share Certificate, the applicable aggregate Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Share Certificate as contemplated by by, and subject to the provisions of, this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue and pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be issued and paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Summit LP), Agreement and Plan of Merger (GLG Partners, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly Shares represented by such Certificate, as contemplated by this Article II.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Inktomi Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of the Company Common Stock formerly represented by such Certificate, Certificates as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willis Group Holdings LTD), Agreement and Plan of Merger (Hilb Rogal & Hobbs Co)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIARTICLE III.
Appears in 2 contracts
Samples: Agreement of Merger (New River Pharmaceuticals Inc), Agreement of Merger (Shire PLC)
Lost, Stolen or Destroyed Certificates. If Notwithstanding the requirements to surrender a Certificate contained in Section 2.09, if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for the shares of Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificateshares, as contemplated by this Article IIwithout interest and less any applicable Tax withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Stryker Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bondbond in customary form in favor of the Surviving Corporation, in such reasonable amount as Parent Surviving Corporation may direct, as an unsecured indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration payable pursuant to be paid this Agreement in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Fortegra Financial Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate (other than a Certificate evidencing shares described in clause (ii) of Section 2.1(b)) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Parent the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable amount of Merger Consideration to be paid payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medical Action Industries Inc), Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Parent the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, the delivery of a written indemnity agreement in form and substance reasonably acceptable to Parent and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nts, Inc.), Agreement and Plan of Merger (Archipelago Learning, Inc.)
Lost, Stolen or Destroyed Certificates. If In the event any Certificate certificates representing shares of Class A Common Stock shall have been lost, stolen or destroyed, the Paying Agent shall deliver the Consideration pursuant to Section 2.6, in exchange for such lost, stolen or destroyed certificates upon the making of an affidavit of that fact by the Person claiming holder thereof; provided, however, that the Surviving Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as certificates to deliver an indemnity against any claim that may be made against it the Surviving Company or the Paying Agent with respect to such Certificate, the Paying Agent will pay, in exchange for such certificates alleged to have been lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIdestroyed.
Appears in 2 contracts
Samples: Agreement of Merger and Plan (NBC Internet Inc), Agreement of Merger and Plan of Liquidation and Dissolution (General Electric Co)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of the Company Common Stock formerly represented by such Certificate, Certificates as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wesco Financial Corp), Agreement and Plan of Merger (Burlington Northern Santa Fe Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Paying Agent, Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationSodium US, the posting by such Person person of a bond, in such reasonable amount as Parent Sodium US may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Equity Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schlumberger Limited/Nv), Agreement and Plan of Merger (ChampionX Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration and any dividends or other distributions to be paid in respect of the shares of Intermediate Company Common Stock Shares formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (Flagstone Reinsurance Holdings, S.A.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius SE & Co. KGaA), Agreement and Plan of Merger (Akorn Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate (other than a Certificate evidencing shares of Company Common Stock described in Section 2.1(b)(iii)) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid payable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Washington Gas Light Co)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person person of a bond, bond in such reasonable amount as Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable amount of Merger Consideration to be paid payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Occupational Health & Rehabilitation Inc), Agreement and Plan of Merger (Concentra Operating Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Common Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioveris Corp), Agreement and Plan of Merger (Roche Holding LTD)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Parent the Surviving Corporation may direct, direct as indemnity by such Person against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Paying Agent will pay, Surviving Corporation shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the shares of Company Common Capital Stock formerly represented by such Certificatethereby, as contemplated by pursuant to this Article IIAgreement.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Paying Agent, the posting by such Person of a bond, in such reasonable amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Paying Agent or reasonably requested by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable customary amount as Parent may direct, as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Brands, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationPaying Agent, the posting by such Person of a bond, in such reasonable amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificatelost, stolen or destroyed Certificate as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact fact, reasonably acceptable to Parent, by the Person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Parent or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall pay in exchange for respect of such lost, stolen stolen, or destroyed Certificate, Certificate the applicable amount equal to the Per Share Merger Consideration with respect to be paid in respect of the shares each share of Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have formerly representing shares of Company Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Paying Agent with respect to such Certificate, Parent will cause the Paying Agent will or the Surviving Corporation to deliver and pay, in exchange for such lost, stolen or destroyed Certificatecertificate, the applicable Merger Consideration to be paid payable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by thereof pursuant to this Article IIAgreement.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, bond in customary amount and upon such reasonable amount terms as may be required by Parent may direct, as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Per Share Merger Consideration to be paid in respect of the shares of Company Common Stock formerly Shares represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacer International Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, Certificate as contemplated by this Article II.. (e)
Appears in 1 contract
Samples: Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bondbond in customary form in favor of the Surviving Corporation, in such reasonable amount as Parent Surviving Corporation may direct, as an unsecured indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration payable pursuant to be paid this Agreement in respect of the shares of Company Common Stock or Series D Preferred Stock formerly represented by such Certificate, as contemplated by this Article ARTICLE II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nobel Learning Communities Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, as contemplated by this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Pacific Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Parent or the Surviving Corporation, as applicable, may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Ordinary Shares formerly represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (STARLIMS Technologies LTD)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact lost Certificate (in a form reasonably acceptable to Parent) by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, as contemplated by this Article II2.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If In the event any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (in form and substance reasonably acceptable to Parent) by the Person claiming such Share Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as bond reasonably sufficient to indemnify Parent may direct, as indemnity and the Surviving Corporation against any claim that may be made against it Parent or the Surviving Corporation with respect to such Share Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Share Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Share Certificate, as contemplated by this Article IIIV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AgroFresh Solutions, Inc.)
Lost, Stolen or Destroyed Certificates. If Notwithstanding the requirements to surrender a Certificate contained in Section 3.09, if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for the shares of Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificateshares, as contemplated by this Article IIless any applicable Tax withholding.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of the Company Common Stock formerly represented by such Certificate, Certificates as contemplated by this Article IIPlan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willis Group Holdings LTD)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that the fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as Parent the Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Merger Consideration to be paid in respect of the shares of Company Common Capital Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon on the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Paying Agent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond, in bond or the payment by such person of a reasonable amount and the execution of an appropriate indemnity as Parent the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable amount of Merger Consideration to be paid payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to the provisions of this Article ARTICLE II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Owners may direct, as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent Surviving Corporation will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationPaying Agent or Parent, the posting by such Person of a bond, in such reasonable amount as the Paying Agent or Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue and pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be issued and paid in respect of the shares of Company Common Stock formerly Shares represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc)
Lost, Stolen or Destroyed Certificates. If Notwithstanding the requirements to surrender a Certificate contained in this Section 3.02, if any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for the shares of Company Common Stock formerly represented by such lost, stolen or destroyed Certificate, the applicable Merger Consideration Consideration, including the payments due to the former holder thereof (if any) pursuant to the CVR Agreement, to be paid in respect of the shares of Company Common Stock formerly represented by such Certificateshares, as contemplated by this Article IIless any applicable tax withholding.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chinook Therapeutics, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Westwood One Inc /De/)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person person of a bond, bond in such reasonable amount and for such reasonable period of time as Parent may direct, direct as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent Parent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable portion of the Merger Consideration and any other amounts payable under this Article II with respect to be paid in respect of the shares of Company Common Stock or Company Class B Common Stock formerly represented by such Certificate, as contemplated by this Article II.thereby. Section 2.10. [intentionally omitted]
Appears in 1 contract
Samples: Agreement and Plan of Merger and Interests Purchase Agreement (Fortissimo Acquisition Corp.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting execution and delivery by such Person of a bond, customary indemnity agreement or the posting of a bond in such reasonable amount as Parent the Surviving Corporation may direct, as direct to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, shall pay and issue the applicable Merger Consideration to be paid such Person in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (the “Lost Certificate Affidavit”) of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, Holdco Parent or Holdco, the posting by such Person person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall be directed to pay, in exchange for such lost, stolen or destroyed CertificateLost Certificate Affidavit, the applicable Merger Consideration Per Share Closing Consideration, to be paid such person in respect of the shares of the Company Common Stock formerly or Company Preferred Stock, represented by such Certificatelost, stolen or destroyed Certificate as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AutoNavi Holdings LTD)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will will, subject to such Person’s compliance with the exchange procedures set forth in Section 2.2(b), pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact in acceptable form by the Person claiming making such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, claim and the posting by such Person of a bond, bond in such reasonable amount as Parent the Buyer, the Surviving Bank or the Exchange Agent may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will payBuyer shall, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration pay or cause to be paid the Merger Consideration deliverable in respect of the shares of Company Common Seller Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bancorp /Vt)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIIII.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificateaffidavit, the applicable Merger Consideration to be paid such Person in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration or Alternative Merger Consideration, if applicable, to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationPaying Agent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity an agreement to indemnify against any claim that may be made against it the Paying Agent Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable portion of the Aggregate Merger Consideration and any other amounts payable under this Article II with respect to be paid in respect of the shares of Company Preferred Stock or Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIthereby.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationPaying Agent, the posting by such Person of a bond, in such reasonable customary amount and upon such customary terms as Parent or the Paying Agent may reasonably direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Merger Shares formerly represented by such Certificate, as contemplated by this Article II.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Paying Agent) of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parent or the Surviving CorporationPaying Agent, the posting making by such Person person of a bond, in such reasonable amount as Parent may direct, as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will payor the Surviving Corporation, as applicable, shall pay in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration to be paid in respect portion of the shares of Company Aggregate Common Stock Consideration into which the Shares formerly represented by such Certificate, as contemplated by this Article IICertificate were converted pursuant to Section 2.01(a)(i).
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
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Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, as contemplated by this Article II.I.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon on the making of an affidavit (in customary form and substance reasonably acceptable to Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person person of a bond, bond in such reasonable amount and for such reasonable period of time as Parent may direct, direct as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Certificate, the Paying Agent Parent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable portion of the Aggregate Merger Consideration and any other amounts payable under this Article II with respect to be paid in respect of the shares of Company Common Preferred Stock formerly represented by such Certificate, as contemplated by this Article IIthereby.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will payshall issue, in exchange for such lost, stolen or destroyed Certificate, the applicable Per Share Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
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Samples: Agreement and Plan of Merger (Hill-Rom Holdings, Inc.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration Consideration, without interest, to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
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Samples: Transaction Agreement (Vistra Corp.)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a customary bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as Parent the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable amount of Merger Consideration to be paid payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to the provisions of this Article II.
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Samples: Agreement and Plan of Merger (Spinnaker Exploration Co)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by this Article II.. (e)
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Samples: Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond, in such reasonable amount as Parent the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IICertificate to which the holders thereof are entitled pursuant to Section 3.01(c).
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Samples: Agreement and Plan of Merger (Penn Millers Holding Corp)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or the Surviving Corporation, the posting by such Person of a bondbond and/or the providing by such Person of an indemnity, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid payable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as Parent the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate or other documentation reasonably requested by Parent, the Paying Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIthereby.
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Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article II.
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Samples: Agreement and Plan of Merger (United Retail Group Inc/De)
Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as Parent the Surviving Corporation may direct, direct as indemnity by such person against any claim that may be made against it with the Surviving Corporation in respect to of such Certificate, the Paying Agent will pay, deliver in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IIthereby.
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Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
