Register and Lost or Destroyed Certificates Sample Clauses

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Register and Lost or Destroyed Certificates. 6.1 The Company shall so long as any Warrants are outstanding:

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Related to Register and Lost or Destroyed Certificates

• Lost, Stolen or Destroyed Certificates In the event that any Certificates shall have been lost, stolen or destroyed, the 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, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the 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 Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

• Mutilated, Destroyed, Lost or Stolen Residual Certificates If (i) any mutilated Residual Certificate is surrendered to Xxxxxx Xxx or the Certificate Registrar, or (ii) Xxxxxx Mae receives evidence to its satisfaction of the destruction, loss or theft of any Residual Certificate, and there is delivered to Xxxxxx Xxx such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to Xxxxxx Mae that such Residual Certificate has been acquired by a bona fide purchaser, Xxxxxx Xxx shall execute and the Certificate Registrar shall authenticate and make available, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Residual Certificate, a new Residual Certificate of the appropriate Class. Upon the issuance of any new Residual Certificate under this Section 5.03, Xxxxxx Mae may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any duplicate Residual Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Lower Tier REMIC or the Trust Fund, as the case may be, as if originally issued, whether or not the lost or stolen Residual Certificate shall be found at any time.

• Mutilated, Destroyed, Lost or Stolen Certificates If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee, such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or the Certificate Registrar, as the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

• Mutilated, Destroyed, Lost or Stolen Certificate If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

• Persons Deemed Owners of the Residual Certificates Prior to due presentation of a Residual Certificate for registration of transfer, Xxxxxx Xxx, the Trustee, the Certificate Registrar and any agent of Xxxxxx Mae or the Trustee may treat the Person in whose name the Residual Certificate is registered as the owner of the Residual Certificate for the purpose of receiving distributions, if any, pursuant hereto and for all other purposes whatsoever, and neither Xxxxxx Xxx nor the Trustee, the Certificate Registrar or any agent of Xxxxxx Mae or the Trustee shall be affected by notice to the contrary.

• Mutilated, Destroyed, Lost and Stolen Rights Certificates (a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

• Maintenance of Office or Agency for the Residual Certificates Xxxxxx Mae shall maintain at its expense an office or agency where the Residual Certificates may be surrendered for registration of transfer and where notices and demands to or upon Xxxxxx Xxx in respect of the Residual Certificates and this Trust Agreement may be served. Xxxxxx Mae initially appoints State Street Bank and Trust Company at its Corporate Trust Office as its office for said purposes. Xxxxxx Xxx will give prompt written notice to the Holders of the Residual Certificates of any change in the location of any such office or agency.

• Issue in Substitution for Warrant Certificates Lost, etc (1) If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

• Certificate of Adjustment The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s Auditors verifying such calculation. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

• Registration and Registration of Transfer of Residual Certificates (a) Xxxxxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Xxx shall provide for the registration of the Residual Certificates and the registration of transfers of the Residual Certificates. Xxxxxx Mae hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificates and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be.