Common use of Missing Certificates Clause in Contracts

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Cash Consideration, or the Stock Consideration and dividends and distributions deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Empire District Electric Co), Agreement and Plan of Merger (Utilicorp United Inc)

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Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Consideration, or shares of Buyer Common Stock (including the Stock Consideration and dividends and distributions with respect thereto) and cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celldex Therapeutics, Inc.), Agreement and Plan of Merger (Curagen Corp)

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Consideration, or the shares of Parent Common Stock Consideration and (including dividends and distributions with respect thereto) and cash in lieu of Fractional Shares deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amerisource Health Corp/De), Agreement and Plan of Merger (Bergen Brunswig Corp)

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond consistent with Parent’s ordinary course with respect to its own stockholders by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue pay in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Merger Consideration, or the Stock Consideration cash in lieu of fractional shares and any dividends and distributions other distributions, if any, deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De)

Missing Certificates. In the event any Certificate shall -------------------- have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed CertificateCertificate the shares of Parent Common Stock (including the associated Rights, the Cash Consideration, or the Stock Consideration and dividends and distributions with respect thereto) and cash in lieu of fractional shares, deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amerisource Distribution Corp)

Missing Certificates. In the event any Certificate -------------------- shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue pay in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Merger Consideration, or the Stock Consideration cash in lieu of fractional shares and any dividends and distributions other distributions, if any, deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersil Corp/De)

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue pay in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Merger Consideration, or the Stock Consideration cash in lieu of fractional shares and any dividends and distributions other distributions, if any, deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elantec Semiconductor Inc)

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Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond consistent with Parent's ordinary course with respect to its own stockholders by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue pay in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Merger Consideration, or the Stock Consideration cash in lieu of fractional shares and any dividends and distributions other distributions, if any, deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xicor Inc)

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing posting by such person of an appropriate a bond in such reasonable amount as Parent may direct as indemnity or surety bond by the Person claiming against any claim that may be made against it with respect to such Certificate to be lost, stolen or destroyedCertificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed CertificateCertificate the shares of Parent Common Stock, the Cash Consideration, or the Stock Consideration and dividends and distributions and cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hach Co)

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person person claiming such Certificate to be lost, stolen or destroyed, the Exchange Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the Cash Consideration, or the Stock applicable Merger Consideration and dividends and distributions deliverable in with respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interestthereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onesource Information Services Inc)

Missing Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the providing of an appropriate indemnity or surety bond by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed CertificateCertificate the shares of JSC Common Stock, the Cash Consideration, or the Stock Consideration and dividends and distributions and cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement, less the amount of any withholding taxes that may be required thereon, and without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jefferson Smurfit Corp /De/)

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