Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P), Agreement and Plan of Merger (American Fiber Systems, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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, and the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Exchange Agent may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Northfield Bancorp, Inc.), Agreement and Plan of Merger (Northfield Bancorp, Inc.), Agreement and Plan of Merger (First Guaranty Bancshares, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Common Stock represented by such Certificate.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp), Agreement and Plan of Merger (Stein Mart Inc), Agreement and Plan of Merger (Reis, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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, and the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Exchange Agent may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Berkshire Hills Bancorp Inc), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc), Agreement and Plan of Merger (Poage Bankshares, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 bond, in customary such reasonable amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Company shall cause the Paying Agent will issue to pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this AgreementConsideration.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 such reasonable amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Jda Software Group Inc), Agreement and Plan of Merger (Somera Communications Inc), Agreement and Plan of Merger (I2 Technologies Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may reasonably determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration pursuant to this Agreement.
Appears in 6 contracts
Samples: Stock Purchase and Merger Agreement (GTC Biotherapeutics Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Emageon Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate 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 bond, in such reasonable and customary amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue shall deliver and pay, in exchange for such lost, stolen or destroyed Certificate certificate, the Merger Consideration payable in respect thereof pursuant to this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (El Paso Electric Co /Tx/), Agreement and Plan of Merger (Vectren Utility Holdings Inc), Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationNewAlliance, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation NewAlliance may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, NewAlliance or the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newalliance Bancshares Inc), Agreement and Plan of Merger (Cornerstone Bancorp Inc), Agreement and Plan of Merger (Newalliance Bancshares Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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, and the posting by such Person of a bond in customary the form and amount and upon such terms as the Surviving Corporation may determine are necessary reasonably required by Parent as indemnity against any claim that may be made against it with respect to Parent on account of the alleged loss, theft or destruction of such Certificate, the holder thereof shall be entitled to receive, and the Paying Agent will issue shall pay in exchange therefor, the applicable Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Bradley Pharmaceuticals Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon Acquiror shall issue in exchange for such Certificate, following the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed record holder thereof and, if required by the Surviving Corporation, the posting by such Person record holder of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration cash as may be required pursuant to this AgreementSection 1.9 in respect of such Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Affymetrix Inc), Agreement and Plan of Merger (Affymetrix Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 Enterprise or the Surviving CorporationExchange Agent, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Enterprise may determine are is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Stock Consideration deliverable in respect thereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (First Choice Bancorp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making and delivery 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Merger Consideration to such holder in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementcertificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Informax Inc), Agreement and Plan of Merger (Invitrogen Corp)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 reasonable and customary amount and upon such terms as the Surviving Corporation may determine are necessary amount, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementwithout any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (AMICAS, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate 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 CorporationXxxxxx, the posting by such Person of a bond bond, in such reasonable and customary amount and upon such terms as the Surviving Corporation Parent may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue shall deliver and pay, in exchange for such lost, stolen or destroyed Certificate certificate, the Merger Consideration payable in respect thereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allete Inc), Agreement and Plan of Merger (Allete Inc), Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationAcquiring Fund, the posting by such Person person of a bond in customary amount and upon such terms as the Surviving Corporation Acquiring Fund may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, as applicable, pursuant to this Agreement.. 4. COVENANTS 4.1
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Western Asset Emerging Markets Debt Fund Inc.), Agreement and Plan of Merger (Western Asset Emerging Markets Debt Fund Inc.), Agreement and Plan of Merger (Western Asset Worldwide Income Fund Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, 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 the Surviving Corporation, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration cash deliverable in respect thereof pursuant to this AgreementSection 2.4.1.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Commerce Security Bancorp Inc), Agreement and Plan of Merger (Eldorado Bancorp), Agreement and Plan of Merger (Commerce Security Bancorp Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationEntity, the posting by such Person of a bond in such reasonable and customary form and amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it the Surviving Entity with respect to the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the REIT Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Group Realty Trust), Agreement and Plan of Merger (Prime Group Realty Trust)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate has 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 CorporationAcquirer, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary reasonably satisfactory to Acquirer as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration upon due delivery of such affidavit pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talbots Inc), Agreement and Plan of Merger (J Jill Group Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barrier Therapeutics Inc), Agreement and Plan of Merger (Stiefel Laboratories, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationBHC, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary be reasonably required by BHC as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for distribute the Per Share Merger Consideration with respect to each Share represented by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 destroyed, and, if required by the Surviving Corporation, the posting by such Person giving of a bond an indemnity in customary amount and upon such terms as favor of the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with in respect to of such Certificate, the Paying Agent Surviving Corporation will issue deliver in exchange for therefor the Merger Consideration in respect of the shares of Sunrise Common Stock formerly represented by such lost, stolen stolen, or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (STC Broadcasting Inc), Agreement and Plan of Merger (Lin Tv Corp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationBridge Bancorp, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation Bridge Bancorp may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bridge Bancorp Inc), Agreement and Plan of Merger (Bridge Bancorp Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed anddestroyed, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent iPayment will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration shares of iPayment Common Stock deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Parent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to be issued in respect of the shares of Company Capital Stock formerly represented by such Certificate, as contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Capital City Energy Group, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has certificate shall have been lost, stolen or destroyed, 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 the Surviving CorporationAcquiror, the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Acquiror may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent will issue shall pay in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration pursuant to this Agreementwith respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G&R Acquisition, Inc.), Agreement and Plan of Merger (Max & Ermas Restaurants Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationTrust, on behalf of the Acquiring Fund, the posting by such Person person of a bond in customary amount and upon such terms as the Surviving Corporation Trust, on behalf of the Acquiring Fund, may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, as applicable, pursuant to this Agreement.
Appears in 2 contracts
Samples: Form of Agreement and Plan of Merger (Legg Mason Funds Trust), Agreement and Plan of Merger (LMP Real Estate Income Fund Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the applicable Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Common Stock represented by such Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Feldenkreis George), Agreement and Plan of Merger (Perry Ellis International, Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 Purchaser or the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Purchaser or the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementAgreement (after giving effect to any required tax withholdings as provided in Section 3.5).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipsen, S.A.), Agreement and Plan of Merger (Tercica Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate(s) representing Company 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 Corporation, the posting an agreement by such Person of a bond in customary amount to indemnify and upon such terms as hold harmless Parent and the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent Parent will issue in exchange for such lost, stolen or destroyed Certificate certificate or the Merger Consideration Parent Common Stock to which such Person is entitled pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endeavour International Corp), Agreement and Plan of Merger (Continental Southern Resources Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary such reasonable amount and upon such terms as the Surviving Corporation Company may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for deliver the Shares formerly represented by such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Jinsheng), Agreement and Plan of Merger (Simcere Pharmaceutical Group)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate has been lost, stolen or destroyed, the Surviving Corporation or Paying Agent will, upon the making receipt of an affidavit of that fact by the Person claiming such Certificate holder thereof in form and substance reasonably satisfactory to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation or Paying Agent, as the case may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatebe, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementpayable in respect of the shares of Common Stock previously evidenced by such lost, stolen or destroyed Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (Interactive Data Corp/Ma/)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 and the Surviving Corporation, the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to such Person in respect of the shares of Company Common Stock represented by such Certificate as contemplated by this Agreementarticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carbon Black, Inc.), Agreement and Plan of Merger (Vmware, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationPinnacle, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Pinnacle may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Aztar Corp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may determine are reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Inc), Agreement and Plan of Merger (Jarden Corp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may reasonably determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bandag Inc), Agreement and Plan of Merger (Bandag Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, 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 the Surviving Corporation, and the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary form customarily required by the Company as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration pursuant to in respect of that certificate payable under this AgreementArticle II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary be required by Parent as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, the Paying Exchange Agent will issue in exchange treat such Person as having delivered his, her or its Certificate for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementpurposes of Section 4.2(b).
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Nextera Energy Inc), Assignment and Assumption Agreement (Energy Future Intermediate Holding CO LLC)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Per Share Purchase Consideration for the Common Stock formerly represented by such Certificate to which such holder would be entitled pursuant to this AgreementArticle 3.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bailey Lee Ann), Stock Purchase Agreement (Sixx Holdings Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration consideration due such holder pursuant to this AgreementSection 4.1(a) or Section 4.2(a) upon due surrender of the CPI Shares or Company Shares represented by such Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MCC Acquisition Holdings Corp), Agreement and Plan of Merger (Carter Wallace Inc /De/)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Bp Amoco PLC)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as may be required by the Surviving Corporation may determine are necessary Company as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange treat such Person as having delivered his, her or its Certificate for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementpurposes of Section 4.2(a).
Appears in 2 contracts
Samples: Purchase Agreement and Agreement and Plan of Merger (Ovation Acquisition I, L.L.C.), Purchase Agreement and Agreement and Plan of Merger (Energy Future Competitive Holdings Co LLC)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount of cash such Persons are entitled to hereunder upon due surrender of the Shares represented by such Certificate pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ceridian Corp), Agreement and Plan of Merger (Abr Information Services Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has been lost, stolen or destroyed, upon the making of an a customary affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationAcquirer, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Products International Inc), Agreement and Plan of Merger (Tennant James R)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationPinnacle, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Pinnacle may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Aztar Corp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationAcquiring Fund, the posting by such Person person of a bond in customary amount and upon such terms as the Surviving Corporation Acquiring Fund may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, as applicable, pursuant to this Agreement.
Appears in 2 contracts
Samples: Form of Agreement and Plan of Merger (Western Asset Emerging Markets Debt Fund Inc.), Agreement and Plan of Merger (Western Asset High Income Opportunity Fund Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary be required by Parent 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 issue pay the Merger Consideration in exchange for respect of such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (Simrad Yachting As)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Absolut Spirits CO INC), Agreement and Plan of Merger (Cruzan International, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lostor the Parent, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.as
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Macdonald James L), Agreement and Plan of Merger (Align Rite International Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary 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 issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the portion of the Merger Consideration pursuant to this Agreementpayable in respect of the Shares formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Artesyn Technologies Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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, Corporation the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of Merger Consideration pursuant to this AgreementConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Concentra Operating Corp)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 Parent or Surviving Corporation, the posting by such Person of a bond in customary a reasonable amount and upon such terms as the Parent or Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration amount of cash such Persons are entitled to hereunder upon due surrender of the Shares represented by such Certificate pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oerlikon Buhrle Usa Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate has 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 customary amount and upon such terms as reasonably satisfactory to the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration upon due surrender of the Common Shares represented by such Certificate pursuant to this Agreement.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration consideration due such holder pursuant to this AgreementSection 4.1(a) upon due surrender of the Company Common Shares represented by such Certificate.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate has 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 and the execution by such Person of an indemnification agreement for the benefit of the Surviving Corporation, the posting by such Person of a bond in customary amount Parent and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatetheir respective agents, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration applicable Initial Per Share Payment to be paid in respect of the Share represented thereby upon due surrender of and deliverable in respect of the Shares represented by such Certificate pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Associates International Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and customary indemnification against loss by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration in respect thereof pursuant to this AgreementSection 1.7(b) upon receipt by the Payment Agent of such affidavit and indemnification against loss.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Analysis & Technology Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationFirst Sentry Bancshares, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation First Sentry Bancshares may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Sentry Bancshares, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary such form and reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it the Surviving Corporation with respect to the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may determine are is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uici)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationTrust, the posting execution and delivery by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to this Agreementsuch Person in respect of the Common Shares represented by such Certificate.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary such reasonable amount and upon such terms as Parent or the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatereasonably direct, the Paying Agent will issue a check in exchange for the amount (after giving effect to any required Tax withholdings) equal to the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Per Share Merger Consideration pursuant to this AgreementConsideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person (as defined herein) claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of the Merger Consideration pursuant to this AgreementConsideration.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit (in the form required by Acquiror) 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Per Share Merger Consideration pursuant to be paid in respect of the Shares (not including the Rollover Shares) formerly represented by such Certificate, as contemplated by this AgreementARTICLE III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darling International Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationPurchaser, the posting by such Person of a bond bond, in customary such reasonable amount and upon such terms as the Surviving Corporation Purchaser may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the Per Share Amount to such Person in exchange for each share of Company Common Stock evidenced by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 Clear or the Surviving CorporationPaying Agent, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect of such Shares represented by such Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quantum FinTech Acquisition Corp)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable portion of the Merger Consideration pursuant to be paid in respect of the shares of Company Capital Stock formerly represented by such Certificate, as contemplated by this Agreement.Article I.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationEntity, the posting by such Person of a bond in such reasonable and customary form and amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it the Surviving Entity with respect to the alleged loss, theft or destruction of such Certificate, the Paying Agent will issue shall pay the applicable Merger Consideration to such Person in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kramont Realty Trust)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (which affidavit shall be in a form acceptable to the Buyer and shall include customary indemnification for such affidavit) by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration deliverable in respect thereof pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unique Fabricating, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationNew Provident Bancorp, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation New Provident Bancorp may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Provident Bancorp Inc/Ny/)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationiPayment, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation iPayment may determine are necessary direct as indemnity against any claim that may be made against it iPayment with respect to such Certificatecertificate, the Paying Agent iPayment will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration shares of iPayment Common Stock deliverable in respect thereof pursuant to this Agreement.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate 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 customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Payment Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Cash Merger Consideration due to such Person pursuant to this Agreement.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 and delivery by such Person of a bond an indemnity in customary amount and upon such terms as favor of the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with Company in respect to such Certificatethereof, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate and such an indemnity, the Merger Consideration amount to which such Person is entitled upon due surrender of and deliverable in respect of the Shares formerly represented by such Certificate pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Mattel Inc /De/)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration pursuant to this Agreement.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationBuyer, the execution of an indemnity agreement (without posting bond) reasonably required by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary Buyer, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay the applicable Merger Consideration to such Person in exchange for each share of Capital Stock evidenced by such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this AgreementCertificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jazz Pharmaceuticals PLC)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate a check in the Merger Consideration pursuant to this Agreement.amount
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reliastar Financial Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate has shall have been lost, stolen or destroyed, upon the making of an affidavit of attesting to that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate representing shares of Parent Merger Preferred Stock to which such holder is entitled, which constitute the total amount of Merger Consideration pursuant to this Agreementdeliverable in respect of such Certificate as determined in accordance with Section 2.
Appears in 1 contract
Samples: Joinder Agreement (Glowpoint, Inc.)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate 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 customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration due to such Person pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gleason Reporting Group)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has --------------------------------------- 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 customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of the applicable Merger Consideration pursuant to this AgreementConsideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bradley Real Estate Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuveen Investments Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 bond, in such reasonable and customary amount and upon such terms as the Surviving Corporation Parent Parties may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Parent Parties shall cause the Paying Agent will issue to pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration pursuant to this AgreementConsideration.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Buyer will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to be paid in respect of the shares of Company Common Shares formerly represented by such Certificate, as contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital City Energy Group, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect of such Shares represented by such Certificate had such lost, stolen or destroyed Certificate been surrendered.
Appears in 1 contract
Samples: Shareholder Agreement (Centennial Bank Holdings, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect of such Shares represented by such Certificate.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary and reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration pursuant with respect to this Agreementthe Shares formerly represented thereby.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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, and the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Paying Agent may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community First Bancshares, Inc.)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has Certificates shall have been lost, stolen or destroyed, the Exchange Agent, Buyer or Surviving Corporation, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact with appropriate indemnification, in form satisfactory to Buyer in its reasonable discretion, by the Person claiming such Certificate to be lost, stolen stolen, or destroyed anddestroyed, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate ’s pro rata share of the Merger Consideration pursuant to this AgreementArticle 2.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration pursuant to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by this AgreementArticle II.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationCorporation (including if requested by the Paying Agent), the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.execution and
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Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, 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 the Surviving CorporationCompany, the posting by such Person of a bond in customary such amount and upon such terms as the Surviving Corporation Company may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration Company Common Stock deliverable in respect thereof pursuant to this AgreementSection 2.4.1.
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Samples: Agreement and Plan of Merger (Eldorado Bancshares Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 andand subject to such other reasonable conditions as the Board of Directors of the Surviving Corporation may impose, if required by Buyer shall, or shall reasonably cause the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect appropriate, to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
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Samples: Agreement and Plan of Merger (Helpmate Robotics Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate 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 customary amount and upon such terms as the Surviving Corporation Parent may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement.
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Samples: Agreement and Plan of Merger (Northrop Grumman Corp /De/)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 bond, in customary such reasonable amount and upon such terms as the Surviving Corporation may determine are necessary direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue shall pay, in exchange for such lostaffidavit, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Common Stock represented by such Certificate.
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Samples: Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 CorporationAANB, the posting by such Person person of a bond in customary such amount and upon such terms as the Surviving Corporation AANB may determine are necessary reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect thereof.
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Samples: Agreement and Plan of Merger (Abigail Adams National Bancorp Inc)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 CorporationEntity, the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of the applicable Merger Consideration pursuant to this AgreementConsideration.
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Lost, Stolen or Destroyed Certificates. In the event any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreementdeliverable in respect of any Shares represented by such Certificate.
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Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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 customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity agreement to provide indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate shall pay the Merger Consideration pursuant to this Agreementsuch Person in respect of the shares of Class A Common Stock represented by such Certificate.
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Lost, Stolen or Destroyed Certificates. In the event If any Certificate has 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, Entity the posting by such Person person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Entity may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of Cash Merger Consideration pursuant to this AgreementConsideration.
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Samples: Agreement and Plan of Merger (Walden Residential Properties Inc)
Lost, Stolen or Destroyed Certificates. In the event any Certificate has certificate shall have been lost, stolen or destroyed, 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 the Surviving CorporationAcquiror, the posting by such Person of a bond in customary such reasonable amount and upon such terms as the Surviving Corporation Acquiror may determine are necessary direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent Acquiror will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Consideration Acquiror Shares to which such Person is entitled pursuant to this Agreement.
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Samples: Agreement and Plan of Merger (Armada Water Assets Inc)