Common use of Surrender of Certificates; Stock Transfer Books Clause in Contracts

Surrender of Certificates; Stock Transfer Books. (a) Mellon Investor Services LLC, or such other bank or trust company designated by Parent prior to the Effective Time and reasonably acceptable to the Company, shall act as agent (the "PAYING AGENT") for the applicable Company Stockholders to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5(a)(ii). Such funds shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any EXECUTION VERSION bank or trust company organized under federal Laws or the Laws of any state of the United States or District of Columbia that has capital, surplus or undivided profits of at least $500,000,000 or in money market funds which are invested substantially in such investments. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of Company Stockholders. Until surrendered in accordance with the provisions of this Section 2.6, each certificate that immediately prior to the Effective Time represented any shares of Company Common Stock (a "CERTIFICATE") (other than Certificates representing shares owned by Parent, Acquisition Sub or any other Subsidiary of Parent, shares held by the Company and Dissenting Shares) shall represent for all purposes, from and after the Effective Time, only the right to receive the applicable Merger Consideration. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 2.5, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to promptly receive, in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Acquisition Sub that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.6(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Per Share Amount for each share of Company Common Stock formerly evidenced by such Certificate. If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit of that fact and to deliver a bond (in such sum as Parent may reasonably direct, but not more than market value plus a reasonable sum to cover applicable costs incurred by Parent or Surviving Corporation) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Certificate. EXECUTION VERSION (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to Company Stockholders (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall thereafter look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, without any interest or dividends thereon. Notwithstanding the foregoing, to the fullest extent permitted by Law, none of the Surviving Corporation, Parent or the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. If any Certificates shall not have been surrendered upon the fifth anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (d) The consideration issued upon the surrender of the Certificates in accordance with this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented thereby. Subject to Section 2.5(a)(iii), at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the Company Stockholders outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable Law. (e) Each of the Surviving Corporation, Parent and Acquisition Sub shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise payable in the Merger to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to Taxes. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made.

Surrender of Certificates; Stock Transfer Books. (a) Mellon Investor Services LLCNot less than 3 Business Days prior to the Offer Acceptance Time, or such other Parent shall designate a bank or trust company designated by Parent prior to the Effective Time and reasonably acceptable to the Company, shall Company to act as an agent (the "PAYING AGENT"“Paying Agent”) for the applicable Company Stockholders holders of Shares to receive the funds aggregate consideration to which such holders of such shares shall become entitled pursuant to Section 2.5(a)(ii2.1(f) and Section 3.5(a)(iii). Such funds The Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. Immediately prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.1(f) and with the Paying Agent cash sufficient to make payment of the aggregate Merger Consideration and (iv) (such deposits with the Paying Agent, collectively, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration; provided, however, the Payment Fund may be invested by the Paying Agent as directed by Parent or the Surviving Corporation Corporation; provided, further, that such investments shall be (1) in (i) obligations of or guaranteed by the United StatesStates of America in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (ii2) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) in certificates of deposit, bank repurchase agreements and bankers or banker’s acceptances of any EXECUTION VERSION bank commercial banks with capital exceeding $1 billion, or trust company organized under federal Laws or the Laws of any state of the United States or District of Columbia that has capital, surplus or undivided profits of at least $500,000,000 or (3) in money market funds which are invested substantially having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such investments. Earnings from case, (i) no such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of Company Stockholders. Until surrendered in accordance with the provisions of this Section 2.6, each certificate that immediately prior to the Effective Time represented any shares of Company Common Stock (a "CERTIFICATE") (other than Certificates representing shares owned by investment will relieve Parent, Acquisition Sub Purchaser, or any other Subsidiary of Parent, shares held the Paying Agent from making the payments required by the Company this ARTICLE 3 and Dissenting Shares(ii) shall represent for all purposes, from and after the Effective Time, only the right no such investment will have maturities that could prevent or materially delay payments to receive the applicable Merger Considerationbe made pursuant to this Agreement. (b) Promptly after the Effective TimeTime (but in no event later than three (3) Business Days thereafter), the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 2.53.5(a)(iii) or any holder of Company Warrants, as applicable, (i1) in the case of holders of record of Certificated Shares, a form of letter of transmittal in reasonable and customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittaltransmittal and (2) in the case of Book-Entry Shares or Company Warrants, reasonable and customary provisions regarding delivery of an “agent’s message” with respect to such Book-Entry Shares or Company Warrants, as applicable. Upon surrender to the Paying Agent of a CertificateCertificates (or effective affidavits of loss in lieu thereof), Book-Entry Shares, together with with, in the case of Certificated Shares, such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to promptly receive, receive in exchange therefor the Merger Consideration for each share of Company Common Stock Share formerly evidenced by such CertificateCertificates or Book-Entry Shares, and such Certificate Certificates and Book-Entry Shares shall then be canceledcanceled and of no further effect. In the case of any Company Warrants, upon surrender to the Paying Agent of such Company Warrants pursuant to the first sentence of this Section 3.6(b) and such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Warrant shall be entitled to receive in exchange therefor the applicable Warrant Consideration. No interest shall accrue or be paid on the Merger Consideration or Warrant Consideration payable upon the surrender of any Certificate Certificates, Book-Entry Shares or Company Warrants for the benefit of the holder of such Certificatethereof. If the payment of the any Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate Certificates formerly evidencing shares of Company Common Stock the Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required to be paid by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Acquisition Sub the Surviving Corporation that such Taxes either have been paid or are not applicable. Payment of the Merger Consideration or Warrant Consideration with respect to Book-Entry Shares or Company Warrants, as applicable, shall only be made to the Person in whose name such Book-Entry Shares or Company Warrants are registered. Until surrendered as contemplated by this Section 2.6(b)hereby, each Certificate Certificate, Book-Entry Share and Company Warrant shall be deemed, from and deemed after the Effective Time, Time to represent only the right to receive the Per Share Amount for each share of Company Common Stock formerly evidenced by such Certificate. If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration for each share of Company Common Stock formerly evidenced as contemplated by such Certificate, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit of that fact and to deliver a bond (in such sum as Parent may reasonably direct, but not more than market value plus a reasonable sum to cover applicable costs incurred by Parent or Surviving Corporation) as indemnity against any claim that may be made against the Paying Agent, Parent Section 3.5 or the Surviving Corporation with respect to such Certificate. EXECUTION VERSIONWarrant Consideration as contemplated by Section 3.8(e). (c) At any time following the sixth month twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which that had been made available to the Paying Agent and not disbursed to the holders of Certificates or of Book-Entry Shares or Company Stockholders Warrants (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to itPayment Funds), and, thereafter, such holders shall thereafter be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any the Merger Consideration or Warrant Consideration, as applicable, that may be payable upon due surrender of the Certificates or Book-Entry Shares or Company Warrants held by them, without any interest or dividends thereon. Notwithstanding the foregoing, to the fullest extent permitted by Law, none of neither the Surviving Corporation, Parent or Corporation nor the Paying Agent shall be liable to any holder of a share Certificates or of Company Common Stock Book-Entry Shares for any the Merger Consideration delivered in respect of such share Shares (or, in the case of Company Warrants, to any holder of Company Warrants for the applicable Warrant Consideration) to a public official pursuant to any abandoned property, escheat or other similar lawLaws. If any Certificates shall not have been surrendered upon the fifth anniversary of the Effective Time (or immediately prior to Any amounts remaining unclaimed by such earlier date on holders at such time at which any Merger Consideration in respect of such Certificate amounts would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shallBody shall become, to the extent permitted by applicable LawLaws, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest Encumbrances of any Person previously entitled thereto. (d) The consideration issued upon the surrender of the Certificates in accordance with this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented thereby. Subject to Section 2.5(a)(iii), at At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock Shares shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock Shares on the records of the Company. From and after the Effective Time, the Company Stockholders holders of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares Shares except as otherwise provided herein or by applicable LawLaws. (e) Each of the Paying Agent, Parent, Purchaser, the Surviving Corporation, Parent Corporation and Acquisition Sub any Acquired Company shall be entitled to deduct and withhold (or cause the Paying Agent from any amounts payable pursuant to deduct and withhold) from the consideration otherwise payable in the Merger to any holder of shares of Company Common Stock this Agreement such amounts as it is required to deduct and withhold with respect to Taxestherefrom under applicable Tax Laws. To the extent that such amounts are so deducted and withheld, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate Governmental Body, and such amounts so remitted shall be treated for all purposes of under this Agreement as having been paid to the holder Person to whom such amounts would otherwise have been paid. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the shares Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of Company Common Stock a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against Parent, Purchaser, the Surviving Corporation or any of their respective Affiliates with respect to such Certificate (which shall not exceed the Merger Consideration payable with respect to such Certificate), the Paying Agent will pay (less any amounts entitled to be deducted or withheld pursuant to Section 3.6(e)), in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of which the Shares formerly represented by such deduction Certificate, as contemplated by this ARTICLE 3. (g) Notwithstanding anything to the contrary in this Agreement, no holder of uncertificated Shares held through the Depository Trust Company (“DTC”) will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.5(a)(iii). (h) Prior to the Effective Time, each of Parent, Purchaser and withholding was madethe Company will cooperate to establish procedures with the Paying Agent and DTC with the objective that the Paying Agent will transmit to DTC or its nominees on the first (1st) Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the sum of (i) (A) the number of Shares (other than Excluded Shares and Dissenting Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (B) the Merger Consideration plus (ii) the aggregate Warrant Consideration payable in respect of all Company Warrants pursuant to Section 3.8(e).

Surrender of Certificates; Stock Transfer Books. (a) Mellon Investor Services LLCPrior to the Effective Time, or such other Parent shall designate a bank or trust company designated by Parent prior to the Effective Time and reasonably acceptable to the Company, shall Company to act as agent (the "PAYING AGENT"“Paying Agent”) for the applicable Company Stockholders holders of Shares to receive the funds to which holders of such shares Shares shall become entitled pursuant to Section 2.5(a)(ii1.5. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.5 (the “Payment Fund”). Such funds The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation Corporation; provided, that such investments shall be in (i) obligations of or guaranteed by the United States, (ii) States of America in commercial paper obligations rated A-1, A-1 or P-1 or A-2better by Xxxxx'x Investors Service, P-2Inc. or Standard & Poor's Corporation, and (iii) respectively, in certificates of deposit, bank repurchase agreements and bankers or banker's acceptances of any EXECUTION VERSION bank or trust company organized under federal Laws or the Laws of any state of the United States or District of Columbia that has capitalcommercial banks with capital exceeding $1 billion, surplus or undivided profits of at least $500,000,000 or in money market funds which are invested substantially having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such investmentscase, no such instrument shall have a maturity exceeding three (3) months. Earnings Any interest and other income resulting from such investments investment shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue paid solely to the benefit of Company Stockholders. Until surrendered in accordance with the provisions of this Section 2.6, each certificate that immediately prior to the Effective Time represented any shares of Company Common Stock (a "CERTIFICATE") (other than Certificates representing shares owned by Parent, Acquisition Sub or any other Subsidiary of Parent, shares held by the Company and Dissenting Shares) shall represent for all purposes, from and after the Effective Time, only the right to receive the applicable Merger Consideration. (b) Promptly after the Effective TimeTime (but in no event later than five (5) business days thereafter), the Surviving Corporation shall cause to be mailed to each Person who was, at as of immediately prior to the Effective Time, a holder of record of shares of Company Common Stock entitled the Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.5, 1.5 (i) a form of letter of transmittal (which shall be in reasonable and customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a CertificateCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to promptly receive, receive in exchange therefor the Merger Consideration for each share of Company Common Stock Share formerly evidenced by such CertificateCertificates or Book-Entry Shares, and such Certificate Certificates and Book-Entry Shares shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate Certificates or Book-Entry Shares for the benefit of the holder of such Certificatethereof. If the payment of the any Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate Certificates formerly evidencing the shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Acquisition Sub the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.6(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Per Share Amount for each share of Company Common Stock formerly evidenced by such Certificate. If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment Payment of the applicable Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit of that fact and to deliver a bond (in such sum as Parent may reasonably direct, but not more than market value plus a reasonable sum to cover applicable costs incurred by Parent or Surviving Corporation) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to Book-Entry Shares shall only be made to the Person in whose name such Certificate. EXECUTION VERSIONBook-Entry Shares are registered. (c) At any time following the sixth month twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to Company Stockholders holders of Certificates or Book-Entry Shares (including, without limitation, including all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall thereafter be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar LawsLegal Requirements) only as general creditors thereof with respect to any the Merger Consideration that may be payable upon due surrender of the Certificates or Book-Entry Shares held by them, without any interest or dividends thereon. Notwithstanding the foregoing, to the fullest extent permitted by Law, none of neither the Surviving Corporation, Parent or Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock Certificates or Book-Entry Shares for any the Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar lawLegal Requirements. If any Certificates shall not have been surrendered upon the fifth anniversary of the Effective Time (or immediately prior to Any amounts remaining unclaimed by such earlier date on holders at such time at which any Merger Consideration in respect of such Certificate amounts would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shallBody shall become, to the extent permitted by applicable LawLegal Requirements, become the property of the Surviving CorporationCorporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (d) The consideration issued upon the surrender of the Certificates in accordance with this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented thereby. Subject to Section 2.5(a)(iii), at At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the Company Stockholders holders of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares Shares except as otherwise provided herein or by applicable LawLegal Requirements, and such Shares shall no longer be outstanding and shall automatically be cancelled. (e) Each of the Surviving Corporation, Parent and Acquisition Merger Sub shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise Merger Consideration payable in the Merger to any holder of shares of Company Common Stock the Shares or any other consideration otherwise payable pursuant to this Agreement such amounts as it is required by any Legal Requirement to deduct and withhold with respect to Taxes. Each such payor shall take all action that may be necessary to ensure that any such amounts so withheld are promptly and properly remitted to the appropriate Governmental Body. If any withholding obligation may be avoided by a payee providing information or documentation to the applicable payor, such payor shall request such information from such payee and use commercially reasonable efforts to avoid such withholding obligation. To the extent that amounts are so withheldwithheld and remitted to the appropriate Governmental Body, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Shares or other recipient of Company Common Stock consideration hereunder in respect of which such deduction and withholding was made. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate (which shall not exceed the Merger Consideration payable with respect to such Certificate), the Paying Agent will pay (less any amounts entitled to be deducted or withheld pursuant to Section 1.6(e)), in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, as contemplated by this Section 1.