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 pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such Merger Consideration as may be required pursuant to Section 2.2; provided, however, that Buyer 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 Buyer, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required issuable in respect thereof pursuant to Section 2.21.4(b)(i); provided, however, that Buyer the Surviving Corporation may, in its discretion, discretion and as a condition precedent to the issuance thereof, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Buyer, the 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 pay will 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 Merger Consideration shares of Buyer Common Stock as may be required pursuant to Section 2.21.3; provided, however, that Buyer mayBuyer, in its discretion, discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Buyer may reasonably direct as indemnity against any claim that may be made against Buyer, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 as may be required pursuant to Section 2.2Consideration; provided, however, that Buyer Parent or Exchange Agent 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 BuyerParent, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration shares of Company Common Stock as may be required pursuant to Section 2.22.5.; provided, however, that Buyer Parent may, in its discretion, 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 Buyer, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof thereof, such portion of the applicable Merger Consideration as may be required pursuant to Section 2.2Consideration; provided, however, that Buyer the Surviving Corporation may, in its discretion, 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 Buyer, the Surviving Corporation or the Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration shares of Parent Common Stock as may be required pursuant to Section 2.21.4; provided, however, that Buyer Parent 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 BuyerParent, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates representing shares of Company Stock shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2thereof; providedPROVIDED, howeverHOWEVER, that Buyer Parent may, in its discretion, 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 Buyer, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Parent may, in its discretion, 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 Buyer, the Surviving Corporation 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 Certificate shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay issue in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Parent may, in its discretion, discretion and as a condition precedent to the issuance payment thereof, require the owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against BuyerParent, the Surviving Corporation or the Exchange Paying 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 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 Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the issuance thereofsuch payment, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent Acquiror shall pay 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 Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror 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 Buyer, Acquiror or the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration such Parent Shares as may be required pursuant to Section 2.22.6; provided, however, that Buyer Parent 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 Buyer, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall 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 Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the issuance thereofsuch payment, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. SECTION TWO

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Per Share Price payable in respect thereof such Merger Consideration as may be required pursuant to Section 2.22.7; provided, however, that Buyer Parent may, in its discretion, discretion and as a condition precedent to the issuance thereofpayment of such Per Share Price, require the owner owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against BuyerParent, the 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 Paying Agent or the Surviving Corporation, as applicable, shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required pursuant to Section 2.2provided in this Article; provided, however, that Buyer the Surviving Corporation may, in its discretion, 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 Buyer, the 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 Paying Agent shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer ERP 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 BuyerERP, the 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 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 Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the issuance thereofsuch exchange, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. SECTION TWO

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required to which the holder thereof is entitled pursuant to Section 2.2this Article II; provided, however, that Buyer Stockholder 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 BuyerStockholder, the Surviving Corporation 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 any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required pursuant to Section 2.2SECTION 2.6.; provided, however, that Buyer Parent may, in its discretion, 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 Buyer, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been are lost, stolen or destroyed, the Exchange Transfer Agent shall pay 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 Merger Consideration shares of Acquiror Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.21.4; providedprovided that, however, that Buyer may, in its discretion, and as a condition precedent to the issuance 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 Acquiror as indemnity against any claim that may be made against Buyer, the Surviving Corporation Acquiror or the Exchange Transfer 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 pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required to which the holder thereof is entitled pursuant to Section 2.2this Article I; provided, however, that Buyer 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 BuyerParent, the Surviving Corporation 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 any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such Holder thereof, the applicable Merger Consideration as may be required to which such Holder is entitled pursuant to Section 2.21.6; provided, however, that Buyer the Exchange Agent may, in its discretion, and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against BuyerParent, the Company, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay in exchange for respect of such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof thereof, such Merger Consideration Per Share Amount as may be required pursuant to Section 2.21.06(a); provided, however, that Buyer Parent may, in its discretion, 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 BuyerParent, the Surviving Corporation or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.22.07; provided, however, that Buyer Parent may, in its discretion, 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 Buyer, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates -------------------------------------- certificates evidencing Units shall have been lost, stolen or destroyed, the Exchange Agent shall pay make payment in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof thereof, such Merger Consideration portion of the Purchase Price as may be required pursuant to Section 2.2the holder is entitled; provided, however, that Buyer Parent may, in its discretion, 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 Buyer, the Surviving Corporation Parent or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the amount of Merger Consideration in cash as may be required pursuant to Section 2.22.6; provided, however, that Buyer Parent 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 BuyerParent, the 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(s) shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2thereof; provided, however, that Buyer Search may, in its discretion, 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 Buyer, the Surviving Corporation or the Exchange Agent Search with respect to the Certificates Certificate(s) alleged to have been lost, stolen or destroyed. 1.4.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay 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 Merger Consideration amount, if any, as may be required pursuant to Section 2.22.03; provided, however, that the Buyer may, in its discretion, discretion and as a condition precedent to the issuance thereof, require any Target Stockholder to provide an indemnification agreement in a form and substance acceptable to the owner of such lostBuyer, 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 Buyer, the Surviving Corporation Buyer 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 pay 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 Merger Consideration and any dividends or other distributions as may be required pursuant to Section 2.2this Article II; provided, however, that Buyer the Company 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 Buyer, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Company Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay issue in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof thereof, such Merger Consideration as may be required pursuant to Section 2.2shares of SurePure US Common Stock; provided, however, that Buyer SurePure US may, in its discretion, 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 Buyer, the Surviving Corporation SurePure US 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 pay issue in exchange for such lost, stolen or destroyed Certificatestherefor, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration with respect to the shares of Target Common Stock represented thereby as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror 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 BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration consideration as may be required pursuant to Section 2.21.9 in respect of such Certificate; provided, however, that Buyer Acquiror or the Exchange Agent may, in its discretion, 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 or execute an indemnification agreement as it Acquiror or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Company, the Surviving Corporation or Entity, 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 any Certificates Certificate evidencing Company Common Stock shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay in exchange for such lost, stolen or destroyed CertificatesCertificate, upon the making of an affidavit of that fact by the holder thereof thereof, such portion of the Merger Consideration as may be required pursuant to Section 2.2hereto; provided, however, that Buyer Parent may, in its discretion, discretion and as a condition precedent to the issuance payment thereof, require the owner of such lost, stolen or destroyed Certificates Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Buyer, the Surviving Corporation Parent or the Exchange Paying 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 Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration shares of Acquiror Common Stock as may be required pursuant to Section 2.22.2(b) in respect of such Certificate; provided, however, that Buyer Acquiror or the Exchange Agent may, in its discretion, 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 Acquiror or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or 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 any Certificates shall have been lost, stolen or destroyed, the MergerCo or Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2this Article 2; provided, however, that Buyer MergerCo 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 Buyer, the Surviving Corporation MergerCo or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. SECTION 2.9

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such portion of the Aggregate Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror 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 enter into an agreement to provide for indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate(s) shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2thereof; provided, however, that Buyer Search may, in its discretion, 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 Buyer, the Surviving Corporation 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 any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall 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 portion of the Net Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the issuance thereofsuch payment, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. SECTION TWO

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall pay 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 applicable portion of the Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer the Payment Agent 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 BuyerAcquiror, the Payment Agent or the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates representing Shares shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2thereof; providedPROVIDED, howeverHOWEVER, that Buyer the Surviving Corporation may, in its discretion, 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 BuyerParent, the Surviving Corporation or the Exchange Agent with respect to the Certificates certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration cash as may be required pursuant to Section 2.21.8 in respect of such Certificate; provided, however, that Buyer Acquirer or the Exchange Agent may, in its discretion, 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 or execute an indemnification agreement as it Acquirer or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquirer, the Surviving Corporation or 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 any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such Merger Consideration as may be required pursuant to Section 2.2Consideration; provided, however, that Buyer Acquiror 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 BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay 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 thereof, the Merger Consideration as may be required payable in respect thereof pursuant to Section 2.2; provided, however, that Buyer 2.6(a)(ii). Parent or the Paying Agent may, in its discretion, reasonable determination 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 BuyerParent, the Table of Contents Surviving Corporation 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 and 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 Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the such issuance thereofand payment, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Interim Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates certificates representing shares of Company Stock shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2thereof; provided, however, that Buyer Purchaser may, in its discretion, 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 BuyerPurchaser, the Surviving Corporation 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 Paying Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.22.6 and Section 2.7 of this Agreement; provided, however, that Buyer may, in its discretion, and the Paying Agent shall as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Buyer, the 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 Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration thereof, cash as may be required pursuant to Section 2.21.8 in respect of such Certificate; provided, however, that Buyer Acquirer or the Exchange Agent may, in its discretion, 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 or execute an indemnification agreement as it Acquirer or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquirer, the Surviving Corporation or 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 any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror may, in its discretion, reasonable 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 BuyerAcquiror, the Paying Agent or the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration consideration as may be required pursuant to Section 2.21.5 in respect of such Certificate; provided, however, that Buyer Purchaser or the Exchange Agent may, in its discretion, 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 or execute an indemnification agreement as it Purchaser or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerPurchaser, the Surviving Corporation or Company, 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 any Certificates Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration cash as may be required pursuant to Section 2.21.9 or Section 1.10 in respect of such Certificate; provided, however, that Buyer Acquirer or the Exchange Agent may, in its discretion, 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 Acquirer or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquirer, the Surviving Corporation or 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 any Certificates shall have been lost, stolen or destroyed, the Exchange Payment Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror or the Payment Agent 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 BuyerAcquiror, the Payment Agent or the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the MergerCo or Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2this Article 2; provided, however, that Buyer MergerCo 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 Buyer, the Surviving Corporation MergerCo 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 pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required pursuant to Section 2.21.6 hereof; provided, however, that Buyer the Surviving Corporation may, in its discretion, 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 Buyer, the 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 Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration cash as may be required pursuant to Section 2.21.8 in respect of such Certificate; provided, however, that Buyer Acquiror or the Exchange Agent may, in its discretion, 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 or execute an indemnification agreement as it Acquiror or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or 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 pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, certificates representing the Merger Consideration as may be required into which the shares of Company Capital Stock represented by such Certificates were converted pursuant to Section 2.21.7; provided, however, that Buyer 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 BuyerParent, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2Article II; provided, provided however, that Buyer the Company 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 sums as it may reasonably direct as indemnity against any claim that may be made against Buyer, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall 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 Merger Consideration as may be required pursuant to Section 2.21.6; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the issuance thereofsuch payment, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Interim Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. SECTION TWO

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 pay issue in exchange for such lost, stolen or destroyed Certificatescertificates, upon the making of an affidavit of that fact by the holder thereof thereof, such Merger Consideration cash as may be required pursuant to Section 2.2this Agreement; provided, however, that Buyer Parent may, in its discretion, 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 BuyerParent, the 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 shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration Tyco Common Shares as may be required pursuant to Section 2.21.06(a); provided, however, that Buyer Beta 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 BuyerTyco, the Surviving Corporation Beta 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 pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such Merger Consideration thereof, an amount as may be required pursuant to Section 2.24; provided, however, that Buyer Surviving Corporation 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 Buyer, the 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 pay 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 Merger Consideration as may be required pursuant to Section 2.2Article II; provided, provided however, that Buyer the Company 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 sums as it may reasonably direct as indemnity against any claim that may be made against Buyer, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In If any of the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay will deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof thereof, such Merger Consideration cash and shares of Buyer Common Stock as may be required pursuant to Section 2.2under SECTION 1.3; providedPROVIDED, howeverHOWEVER, that Buyer may, in its discretion, 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 Buyer, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, 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 pay 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 Merger Consideration as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror or the Paying Agent 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 BuyerAcquiror, the Paying Agent or the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.. 2.10

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration shares of AVANT Common Stock as may be required pursuant to Section 2.21.8; provided, however, that Buyer AVANT may, in its discretion, 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 BuyerAVANT, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration shares of EAST Common Stock as may be required pursuant to Section 2.21.06; provided, however, that Buyer EAST may, in its discretion, 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 BuyerEAST, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall 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 Merger Consideration as may be required pursuant to Section 2.2Article 2; provided, however, that Buyer Acquiror may, in its discretion, discretion and as a condition precedent to the issuance thereofsuch payment, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or the Exchange Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyeddestroyed or to otherwise provide indemnification against any such claims.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such Merger Consideration as may be required pursuant to Section 2.2; providedPROVIDED, howeverHOWEVER, that Buyer 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 Buyer, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event If any Certificates Outstanding Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may Outstanding Certificate to be required pursuant to Section 2.2; providedlost, howeverstolen or destroyed, that Buyer may, the Exchange Agent will issue in its discretion, and as a condition precedent to the issuance thereof, require the owner of exchange for such lost, stolen or destroyed Certificates Outstanding Certificate the amount of shares of common stock of the Surviving Corporation to deliver which the holder thereof is entitled pursuant to Section 7, and if required by the Exchange Agent, the Surviving Corporation shall post a bond bond, in such sum reasonable amount as it the Exchange Agent may reasonably direct direct, as indemnity against any claim that may be made against Buyer, it with respect to such Outstanding Certificate and the Surviving Corporation or shall also pay any fee charged by the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyedfor such service.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such Merger Consideration (and dividends or distributions) as may be required pursuant to Section 2.22.6; provided, however, that Buyer Acquiror 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 BuyerAcquiror, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, the Merger Consideration as may be required payable in respect thereof pursuant to Section 2.2; provided, however, that 1.6. Buyer or the Exchange Agent may, in its discretion, 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 Buyer, the Surviving Corporation 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 Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 thereof, such Merger Consideration shares of Acquiror Common Stock as may be required pursuant to Section 2.22.1(b) in respect of such Certificate; provided, however, that Buyer Acquiror or the Exchange Agent may, in its discretion, 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 Acquiror or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against BuyerAcquiror, the Surviving Corporation or 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 any Certificates Certificate shall have been lost, stolen or destroyed, the Surviving Corporation or the Exchange Agent Agent, as applicable, shall pay deliver the Cash Merger Consideration pursuant to Section 2.06 hereof, in exchange for such lost, stolen or destroyed Certificates, Certificate upon the making of an affidavit of that fact by the holder thereof such Merger Consideration as may be required pursuant to Section 2.2thereof; provided, however, that Buyer the Surviving Corporation may, in its discretion, discretion and as a condition precedent to the issuance thereof, require the owner of person making such lost, stolen or destroyed Certificates affidavit to deliver a bond in such sum as it may reasonably direct as an indemnity against any claim that may be made against Buyer, the Surviving Corporation or the Exchange Agent with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Minority Stockholder Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall pay 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 Merger Consideration as may be required pursuant to Section 2.2cash constituting the Minority Stockholder Consideration; provided, however, that Buyer Parent 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 BuyerParent, the Surviving Corporation Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Paying Agent shall pay deliver in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof such thereof, the Merger Consideration as may be required to which the holder thereof is entitled pursuant to Section 2.2this Article II; provided, however, that Buyer 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 BuyerParent, the Surviving Corporation Corporation, the Company or the Exchange Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.