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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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 CorporationCorporation or the Disbursing Agent, the posting by such Person person of a bond, bond in such reasonable amount as Parent the Surviving Corporation or the Disbursing Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Surviving Corporation or the Disbursing Agent will payshall, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration pay or cause to be paid the consideration deliverable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to this Article IIIII.

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.

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.

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.

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.

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.

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.

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.

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.

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 Parent 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 this Article IIII (after giving effect to any required Tax withholding as provided in Section 2.02(g)).

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 against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable amount of Per Share 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 this Article IIIII.

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 Disbursing Agent, the posting by such Person of a bond, bond in such reasonable amount as Parent the Surviving Corporation or the Disbursing Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Surviving Corporation or the Disbursing Agent will payshall, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration pay or cause to be paid the consideration deliverable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to this Article IIIII.

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.

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 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 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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

Lost, Stolen or Destroyed Certificates. If In the event any Certificate Certificates for Shares 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 CorporationParent, the posting by such Person of a bond, bond in such reasonable amount sum as Parent may direct, reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such CertificateCertificate(s), the Paying Exchange Agent will pay, issue the Merger Consideration pursuant to Section 2.8(b) deliverable in exchange for respect of the Shares 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 IICertificates.

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, 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.

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.

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.

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.

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.

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.

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.

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, 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.

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, reasonably direct as indemnity against any claim that may be made against it with respect to such CertificateCertificate or other documentation (including an indemnity in customary form) reasonably requested by Parent, the Paying Payment 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.

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.

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.

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.

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.

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.

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.

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.

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.

Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in 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 Parent or the Surviving CorporationDisbursing Agent, the posting by such Person of a bond, bond in such reasonable amount as Parent or the Disbursing Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent or the Paying Disbursing Agent will payshall, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration pay or cause to be paid the consideration deliverable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this Article IICertificate pursuant to Section 2.07(a).

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.

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.

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.

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.

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]

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 Disbursing Agent, the posting by such Person of a bond, bond in such reasonable amount as Parent the Surviving Corporation or the Disbursing Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Surviving Corporation or the Disbursing Agent will payshall, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration pay or cause to be paid the consideration deliverable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to this Article II.

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.

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)

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.this

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).

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 execution and delivery by such Person of a bond, in such reasonable amount as Parent may direct, as customary indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will payshall pay and issue the Common Per Share Price or the Class A Per Share Price, in exchange for as applicable, to such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid Person in respect of the shares of Company Common Stock formerly or Class A Stock represented by such Certificate, Certificate as contemplated by this Article II.

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 Certificate, to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany 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 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.

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.

Lost, Stolen or Destroyed Certificates. If any Certificate shall have 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 Corporation, the posting by such Person of a bond, in such reasonable and customary 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 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 Article III and this Article IIIV.

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.

Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen stolen, mutilated, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, mutilated, defaced or destroyed and, if required by the Surviving Corporation, and 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 Claim that may be made against it with respect to such Certificate, the Paying Disbursing Agent will payshall, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration pay or cause to be paid the consideration deliverable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by Certificate pursuant to this Article II.

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.

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 CorporationPxxxxx, 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 or the Surviving Corporation with respect to such Share Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Share Certificate, the applicable Merger Consideration to be paid in respect of the shares share of Company Common Stock formerly represented by such Certificate, Share Certificate as contemplated by this Article ‎Article II.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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 II.

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.

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.

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.

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.

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.

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 Shares formerly represented by such Certificate, as contemplated by this Article II.

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 Shares represented by such Certificate, as contemplated by this Article II2.

Lost, Stolen or Destroyed Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an .au 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.

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.

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.

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.

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 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.

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 ARTICLE II.

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.