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

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

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

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Company Common Stock as may be required pursuant to Section 2.5.; provided, however, that Parent may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lostCertificate, stolen or destroyed Certificates, upon following the making of an affidavit of that fact by the record holder thereof, such cash constituting the Merger Considerationas may be required pursuant to Section 1.8(a) in respect of such Certificate; provided, however, provided that Parent or the Exchange Agent may, in its respective reasonable discretion and as a condition precedent to the issuance thereof, require the owner record holder of such lost, stolen or destroyed Certificates Certificate to deliver a customary bond in such reasonable sum as it Parent or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against Parent, the Company or Surviving Corporation, the Exchange Agent and/or any of their respective Representatives with respect to the Certificates alleged to have been lost, stolen or destroyedsuch Certificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationParent Common Shares as may be required pursuant to Section 1.06; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, such cash constituting portion of the applicable Merger Consideration; provided, however, that Parent the Surviving Corporation may, in its sole discretion and as a condition precedent to the issuance and delivery thereof, require the owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent Surviving Corporation with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock as may be required pursuant to Section 1.06; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 2.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue certificates representing such shares of Parent Common Stock in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent or the Exchange Agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to provide an indemnity or deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates representing shares of Company Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue make such payment in exchange for such lost, stolen or destroyed Certificates, certificates upon the making of an affidavit of that fact by the holder thereof; PROVIDED, such cash constituting the Merger Consideration; provided, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock as may be required pursuant to Section 1.4; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

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

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash and/or Parent Common Stock constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event If any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 2.07; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance and delivery thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- certificates evidencing Units shall have been lost, stolen or destroyed, the Exchange Agent shall issue make payment in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting portion of the Merger ConsiderationPurchase Price as the holder is entitled; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, Person claiming such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent Certificate to the issuance thereof, require the owner of such be lost, stolen or destroyed Certificates to deliver destroyed, and, if required by the Surviving Corporation or the Exchange Agent, the posting by such Person of a bond bond, in such sum reasonable amount as it the Surviving Corporation or Exchange Agent may reasonably direct direct, as indemnity against any claim that may be made against Parent, it with respect to such Certificate and the Company or payment of any fee charged by the Exchange Agent with respect to for such service, the Certificates alleged to have been Exchange Agent will issue in exchange for such lost, stolen or destroyeddestroyed Certificate the amount of cash and number of Parent Shares to which the holder thereof is entitled pursuant to this Agreement.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates certificates representing shares of Common Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue make such payment in exchange for such lost, stolen or destroyed Certificates, certificates upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to SECTION 2.6.; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance delivery thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder 6 11 thereof, such cash constituting the Merger ConsiderationParent Shares as may be required pursuant to Section 1.06; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, Parent shall cause the Exchange Paying Agent shall issue to deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 1.6(a); provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against indemnify Parent, Novadigm, the Company Paying Agent or the Exchange Agent any of their respective representatives or agents with respect to the Certificates alleged to have been lost, stolen or destroyed, and require such owner to deliver a bond in such sum as Parent may reasonably request as indemnity against any such claim.

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 2.06; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance and delivery thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as provided in this Article; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration such Parent Shares as may be required pursuant to Section 2.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate(s) shall have been lost, stolen or destroyed, the Exchange Agent shall issue cause payment of the Merger Consideration to be made in exchange for such lost, stolen or destroyed Certificates, Certificate(s) upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent Search may, in its reasonable discretion and as a condition precedent to the issuance thereofthereto, require the owner of such lost, stolen or destroyed Certificates Certificate(s) to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent Search with respect to the Certificates Certificate(s) alleged to have been lost, stolen or destroyed.

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

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

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, ; that Parent may, in its discretion and as a condition precedent to the issuance thereofpayment of the Merger Consideration, require the such owner of such a lost, stolen or destroyed Certificates to deliver a bond an indemnity agreement in such sum as it may reasonably direct customary form and substance as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed. No interest shall be paid or accrued on any cash payable upon surrender of any Certificate.

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationParent Shares as may be required pursuant to Section 1.6; providedPROVIDED, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the record holder thereof, the Exchange Agent shall issue in exchange for such Certificate the cash constituting the Merger Considerationpayable pursuant to Section 1.8(a) in respect of such Certificate; provided, however, that Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance exchange thereof, require the owner record holder of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against Parent, the Company or Surviving Corporation, the Exchange Agent and/or any of their respective representatives or agents with respect to the Certificates alleged to have been lost, stolen or destroyedsuch Certificate.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; providedPROVIDED, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the issuance thereofpayment of the Merger Consideration, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been are lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; shares of Parent Common Stock as may be required pursuant to Section 3.1, provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity indemnify Parent against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Minority Stockholder Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Minority Stockholder Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock; provided, however, that the Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent Consideration payable in respect thereof pursuant to Section 1.6. Buyer or the Exchange Agent may, in its discretion and as a condition precedent to the issuance thereofpayment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Buyer or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been are lost, stolen or destroyed, the Exchange Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationproportionate amount of the Aggregate Purchase Price, as may be required pursuant to Section 1.4; providedprovided that, however, that Parent may, in its discretion and as a condition precedent to the issuance payment thereof, require the owner of such lost, stolen or destroyed Certificates shall enter into an indemnification agreement satisfactory to deliver a bond in such sum as it may reasonably direct Parent as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 3.01; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance and delivery thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock as may be required pursuant to Section 2.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationParent Shares as may be required pursuant to Section 1.06; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent the Buyer may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Buyer or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for be authorized to deliver the Cash Price to the holders of record of such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof; PROVIDED, such cash constituting the Merger Consideration; provided, howeverHOWEVER, that Parent may, in its discretion and as a condition precedent to the issuance delivery thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificate representing Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed CertificatesParent (as applicable) shall, upon the making of an affidavit of that fact by the holder thereof, such cash constituting pay the Merger ConsiderationConsideration that such holder is entitled to receive in the Merger; provided, however, that Parent may, in its sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver post a bond in such sum as it Parent may reasonably direct require as indemnity against any claim that may be made against Parent, Parent the Company Surviving Corporation or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- certificates evidencing shares of the Company Capital Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock; provided, -------- however, that Parent may, in its discretion and as a condition precedent to the ------- issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event If any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 3.01(b); provided, however, that Parent may, in its discretion and as a condition precedent to the issuance and delivery thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock as may be required pursuant to Section 1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; shares of Parent Stock, provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Parent or the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Consideration payable in respect thereof pursuant to Section 2.6. Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the issuance thereofpayment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum reasonable amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event -------------------------------------- any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that the Parent may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

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

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the applicable portion of the Merger Consideration; provided, however, that Parent or Exchange Agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lostCertificate, stolen or destroyed Certificates, upon following the making of an affidavit of that fact by the record holder thereof, such cash constituting the Merger Considerationas may be required pursuant to Section 1.8(a) in respect of such Certificate; provided, however, provided that Parent or the Exchange Agent may, in its respective reasonable discretion and as a condition precedent to the issuance thereof, require the owner record holder of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against Parent, the Company or Surviving Corporation, the Exchange Agent and/or any of their respective Representatives with respect to the Certificates alleged to have been lost, stolen or destroyedsuch Certificate.

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

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting certificates representing the Merger ConsiderationConsideration into which the shares of Company Capital Stock represented by such Certificates were converted pursuant to Section 1.7; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereofpayment of such cash, require the owner of such lost, stolen or destroyed Certificates to must deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the Table of Contents making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates for Target Shares shall have been lost, stolen or destroyed, the Exchange Agent Parent shall issue in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationas may be required pursuant to this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Company, the Surviving Corporation or the Exchange Agent transfer agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the record holder thereof, the Exchange Agent shall issue in exchange for such cash constituting Certificate the Merger Considerationshares of Parent Preferred Stock issuable pursuant to Section 1.8(a) in respect of such Certificate; provided, however, that Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the issuance exchange thereof, require the owner record holder of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against Parent, the Company or Surviving Corporation, the Exchange Agent and/or any of their respective representatives or agents with respect to the Certificates alleged to have been lost, stolen or destroyedsuch Certificate.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall will issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Consideration payable in respect thereof pursuant to Section 2.10. Parent or the Payment Agent may, in its discretion and as a condition precedent to the issuance thereofpayment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that the Parent may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Considerationshares of Parent Common Stock as may be required pursuant to Section 1.7; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Section 1.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such the cash constituting the Merger Considerationconsideration pursuant to Section 2.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereofof such cash and other distributions, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lostCertificate, stolen or destroyed Certificates, upon following the making of an affidavit of that fact by the record holder thereof, such cash constituting the Merger Considerationas may be required pursuant to Section 1.8(a) in respect of such Certificate; provided, however, provided that Parent or the Exchange Agent may, in its respective discretion and as a condition precedent to the issuance thereof, require the owner record holder of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it Parent or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against Parent, the Company or Surviving Corporation, the Exchange Agent and/or any of their respective Representatives with respect to the Certificates alleged to have been lost, stolen or destroyedsuch Certificate.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates representing Shares of Company Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue make such payment in exchange for such lost, stolen or destroyed Certificates, certificates upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

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

Lost, Stolen or Destroyed Certificates. In the event any xxxxxx.xxx Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed xxxxxx.xxx Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that -------- ------- Parent may, in its discretion and as a condition precedent to the issuance thereofsuch delivery, require the owner of such lost, stolen or destroyed xxxxxx.xxx Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the xxxxxx.xxx Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger Consideration; provided, however, that Consideration payable in respect thereof pursuant to Section ‎2.6. Parent or the Payment Agent may, in its discretion and as a condition precedent to the issuance thereofpayment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company Surviving Corporation or the Exchange Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Article II; provided, provided however, that Parent the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum sums as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting the Merger ConsiderationConsideration as may be required pursuant to Article II; provided, provided however, that Parent the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum sums as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such cash constituting lost, stolen or destroyed certificate shall be exchanged for the Merger Considerationconsideration set forth in Section 2.6; provided, however, that Parent the Exchange Agent may, in its discretion and as a condition precedent to the issuance thereof, require the Person who is the owner of such lost, stolen or destroyed Certificates to deliver provide an indemnification agreement in a bond in such sum as it may form and substance reasonably direct as indemnity acceptable to the Exchange Agent against any claim that may be made against Parent, the Company Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.