Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Viewlocity Inc), Agreement and Plan of Merger (Cherokee International Corp), 33 Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Starbucks Corp), Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Teavana Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (School Specialty Inc), Agreement and Plan of Merger (Transmontaigne Inc)
Lost Certificates. If any Certificate shall has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such that a Certificate to be has been lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Paying Exchange Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the proper amount of the Merger Consideration.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Services Inc), Agreement and Plan of Merger (Malek Frederic V), Agreement and Plan of Merger (Wirta Raymond E)
Lost Certificates. If any Certificate shall has been or is claimed to have ----------------- been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such that a Certificate to be has been lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Paying Exchange Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the proper amount of the Merger Consideration.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Blum Capital Partners Lp), Agreement and Plan of Merger (Wardlaw William M), Agreement and Plan of Merger (Blum Capital Partners Lp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable and customary amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to this ARTICLE 3.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Simmons First National Corp), Agreement and Plan of Merger (Southwest Bancorp Inc), Agreement and Plan of Merger (Southwest Bancorp Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration pursuant to this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Security Capital Group Inc/), Agreement and Plan of Merger (Minolta Investments Co), Agreement and Plan of Merger (General Electric Capital Corp)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 3.01(a).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Nuco2 Inc /Fl), Agreement and Plan of Merger (Landrys Restaurants Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Bway Corp), Agreement and Plan of Merger (Segue Software Inc)
Lost Certificates. 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 Parent or the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as Parent or the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration, without any interest thereon.
Appears in 6 contracts
Samples: Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co), Agreement and Plan of Merger (Leapnet Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Global Med Technologies Inc), Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (BladeLogic, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact in form and substance reasonably satisfactory to Parent by the person Person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Novamed Inc), Agreement and Plan of Merger (Viropharma Inc), Agreement and Plan of Merger (Applied Signal Technology Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration pursuant to this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Detection Systems Inc), Agreement and Plan of Merger (Bosch Security Systems Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable in respect thereof, pursuant to this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Planetout Inc), Agreement and Plan of Merger (Palmsource Inc), Agreement and Plan of Merger (Kushi Resources Inc)
Lost Certificates. If any Certificate shall has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such that a Certificate to be has been lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Paying Exchange Agent shall pay will deliver to such Person in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the proper amount of the Merger Consideration.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Movie Gallery Inc), Agreement and Plan of Merger (Hollywood Entertainment Corp), Agreement and Plan of Merger (Hollywood Entertainment Corp)
Lost Certificates. If any Certificate shall will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving CorporationPaying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation Paying Agent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration with respect thereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger (Arena Pharmaceuticals Inc), Agreement and Plan of Merger (Pfizer Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if required by the Surviving CorporationCompany, the posting by such person of a an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Bojangles', Inc.), Agreement and Plan of Merger (Danaher Corp /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person holder 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay and issue the Merger Consideration in respect of each share of Company Common Stock represented by such lost, stolen or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 5 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Artemis International Solutions Corp), Agreement and Plan of Merger (Ascential Software Corp), Agreement and Plan of Merger (Micromuse Inc)
Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquiror, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation Acquiror may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger ConsiderationConsideration with respect to the Shares formerly represented thereby, pursuant to this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Steel Vault Corp), Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Digital Angel Corp)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Mikron Infrared Inc), Agreement and Plan of Merger (Mikron Infrared Inc), Agreement and Plan of Merger (Visual Networks Inc)
Lost Certificates. 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 Buyer or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as Buyer or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Considerationcash deliverable in respect thereof pursuant to this Article.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CSX Corp), Agreement and Plan of Merger (Norfolk Southern Corp), Execution Copy (Delaware Otsego Corp)
Lost Certificates. If Upon the making of an affidavit that any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact destroyed by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such person Person of a bond in such reasonable customary amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration represented by such lost, stolen or destroyed Certificate.
Appears in 4 contracts
Samples: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Separation and Merger Agreement (Coca Cola Co), Merger Agreement (Coca-Cola Enterprises, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving CorporationCompany, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation Company may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Chateau Communities Inc), Agreement and Plan of Merger (Chateau Communities Inc), Agreement and Plan of Merger (General Growth Properties Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEnergy or Abraxas, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Energy or Abraxas may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable in respect of the Energy Common Units represented by such lost, stolen or destroyed Certificate.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Abraxas Petroleum Corp), Agreement and Plan of Merger (Abraxas Petroleum Corp), Agreement and Plan of Merger (Abraxas Petroleum Corp)
Lost Certificates. 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 CorporationSeller, the posting by such person of a bond in such reasonable amount as the Surviving Corporation Seller may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 4 contracts
Samples: Loan Agreement and Secured Promissory Note (Cellteck Inc.), Loan Agreement and Secured Promissory Note (Cellteck Inc.), Loan Agreement and Secured Promissory Note (Cellteck Inc.)
Lost Certificates. If any Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration, in accordance with the provisions of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Handy & Harman), Agreement and Plan of Merger (L 3 Communications Corp)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Paying Agent, the entering into of an indemnity or the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration pursuant to this Article III.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Hirsch International Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable pursuant to this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Omni Energy Services Corp), Agreement and Plan of Merger (Us Oncology Inc), Agreement and Plan of Merger (Ameripath Inc)
Lost Certificates. 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 CorporationCorporation or Parent, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation or Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration and Additional Payments, if any.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sano Corp), Agreement and Plan of Merger (Elan Corp PLC), Agreement and Plan of Merger (Biovail Corporation International)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer or the Surviving CorporationPaying Agent, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Buyer may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall Buyer will pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger Considerationamounts to which the holders thereof are entitled pursuant to Section 1.5.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (St Jude Medical Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving CorporationParent, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct reasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger ConsiderationConsideration payable in respect thereof, pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen stolen, or destroyed Certificate the Merger ConsiderationConsideration pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fortress Investment Corp), Agreement and Plan of Merger (Brookdale Living Communities Inc), Agreement and Plan of Merger (Fortress Brookdale Acquisition LLC)
Lost Certificates. 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 Offerors or the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as the Offerors or the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Steinberg Craig B)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationPrice Per Share due to such Person as provided in Section 1.13(a) of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Michael Foods Inc /Mn)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if required by the Surviving CorporationCompany, the posting receipt by such person it of a an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arctic Cat Inc), Agreement and Plan of Merger (Exa Corp), Agreement and Plan of Merger (Crystal Rock Holdings, Inc.)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration, deliverable in respect thereof, pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Elite Information Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person provision of a bond in such reasonable amount as the Surviving Corporation may direct as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will deliver in respect of exchange for such lost, stolen or destroyed Certificate the aggregate Merger ConsiderationConsideration with respect to the shares of Common Stock formerly represented thereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Filenet Corp), Agreement and Plan of Merger (Kosan Biosciences Inc), Agreement and Plan of Merger (Bristol Myers Squibb Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person holder of Shares claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person holder of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration with respect to the Shares formerly represented thereby pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed anddestroyed, and (ii) if reasonably required by the Surviving CorporationCompany, the posting by such person of a an indemnity bond reasonable in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificateamount, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 3.01(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sonic Corp), Agreement and Plan of Merger (Dunkin' Brands Group, Inc.), Agreement and Plan of Merger (Aegion Corp)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof, pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Liberty Technologies Inc)
Lost Certificates. If any Certificate shall have has 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration due to such person pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arnold Industries Inc), Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (Aeroquip-Vickers Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Buyer shall cause the Exchange Agent shall pay to issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Infospace Inc), Agreement and Plan of Merger (Infospace Inc), Agreement and Plan of Merger (Epresence Inc)
Lost Certificates. 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 Surviving Corporation or the Surviving CorporationPaying Agent, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent reasonably may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Company Common Stock Merger ConsiderationConsideration payable in respect thereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)
Lost Certificates. If any Certificate shall have has 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationDelivered Items.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (R H Donnelley Corp), Agreement and Plan of Merger (Dex Media West LLC)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will pay the Merger Consideration in respect accordance with the terms of the Offer to the registered owner of such lost, stolen or destroyed Certificate the Merger ConsiderationShares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Advanced Logic Research Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Global Imaging Systems Inc), Agreement and Plan of Merger (Xerox Corp), Agreement and Plan of Merger (Clayton Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationBuyer, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation Buyer may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Per Share Merger ConsiderationConsideration payable pursuant to this Agreement.
Appears in 3 contracts
Samples: Plan of Merger and Acquisition Agreement (Extendicare Health Services Inc), Plan of Merger and Acquisition Agreement (Extendicare Inc /Can/), Plan of Merger and Acquisition Agreement (Assisted Living Concepts Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such a Certificate to be lost, stolen or destroyed and, if required by Buyer or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Buyer or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instinet Group Inc), Agreement and Plan of Merger (Nasdaq Stock Market Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
Lost Certificates. 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, and the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Paying Agent shall pay will issue, in respect each case, in exchange for such affidavit and the posting of such lostthe bond, stolen or destroyed Certificate the Merger Consideration, payable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Associated Materials Inc), Agreement and Plan of Merger (AMH Holdings, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such a Certificate to be lost, stolen or destroyed and, if required by Cardinal or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as Cardinal or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boron Lepore & Associates Inc), Agreement and Plan of Merger (Cardinal Health Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay shall, in respect of exchange for such lost, stolen or destroyed Certificate Certificate, pay the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)
Lost Certificates. 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 Parent or the Surviving CorporationPaying Agent, the entering into of an indemnity or the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration pursuant to this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed andPurchaser will issue or will cause Sub to issue (or, if required by after the Surviving CorporationClosing Date, the posting by such person of a bond in such reasonable amount as will cause the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue) in respect of exchange for such lost, stolen or destroyed Certificate the Merger Considerationcash which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the Shares then held by such holder under all such Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Headwaters Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Gases Inc), Agreement and Plan of Merger (Serena Software Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Epocrates Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving CorporationBuyer, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation Buyer may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Idx Systems Corp), Agreement and Plan of Merger (General Electric Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the Holder thereof is entitled pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great American Financial Resources Inc), Agreement and Plan of Merger (Ceres Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such a Certificate to be lost, stolen or destroyed and, if required by MMC or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as MMC or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kroll Inc), Agreement and Plan of Merger (Marsh & McLennan Companies Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration, without interest thereon, to which the holders thereof are entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
Lost Certificates. 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 CorporationSub, the posting by such person of a bond in such reasonable amount as the Surviving Corporation Sub may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Popeyes Louisiana Kitchen, Inc.), Agreement and Plan of Merger (Restaurant Brands International Inc.)
Lost Certificates. If any Certificate certificate formerly representing any Shares shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by by, and delivery of a customary indemnity from, the person Person claiming such Certificate certificate to be lost, stolen stolen, or destroyed, Purchaser will deliver in exchange for such lost, stolen, or destroyed and, if required by certificate the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay applicable payment in respect of such lost, stolen or destroyed Certificate the Merger Considerationcertificate to which such Person is entitled pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proficient Auto Logistics, Inc), Agreement and Plan of Merger (Proficient Auto Logistics, Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any successful claim that may be made against it with respect to such Certificate, the Paying Agent shall pay Surviving Corporation will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which such holder would be entitled pursuant to this ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Von Hoffmann Holdings Inc), Agreement and Plan of Merger (Aki Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will pay in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sportsmans Guide Inc), Agreement and Plan of Merger (Betzdearborn Inc)
Lost Certificates. If In the case of any Certificate shall have that has 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 holder thereof and, if required by the Surviving Corporation, the posting by such person Person of a bond in such customary or reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of will exchange for such lost, stolen or destroyed Certificate an amount of cash equal to the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (FGX International Holdings LTD)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (All American Communications Inc), Agreement and Plan of Merger (Pearson Merger Co Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will deliver in respect of payment for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration with respect to the Shares formerly represented thereby.
Appears in 2 contracts
Samples: Defined Terms (Georgia Pacific Corp), Defined Terms (Unisource Worldwide Inc)
Lost Certificates. If In the event 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 CorporationBuyer, the posting by such person of a bond in such reasonable amount as the Surviving Corporation Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay Buyer will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Considerationcash deliverable in respect thereof pursuant to Section 2.1 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synergistics Inc), Agreement and Plan of Merger (Synergistics Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement (Fresenius Medical Care Corp), Agreement (Renal Care Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable customary amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symbion Inc/Tn), Agreement and Plan of Merger (United Surgical Partners International Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such a Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metals USA Plates & Shapes Southcentral, Inc.), Agreement and Plan of Merger (Metals Usa Inc)
Lost Certificates. 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 CorporationSub, the posting by such person providing of a bond in such reasonable amount as the Surviving Corporation may direct as an indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.)
Lost Certificates. 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 CorporationLLIT in its reasonable business judgment, the posting by such person execution of a bond in such reasonable amount as the Surviving Corporation may direct as an indemnity agreement against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay LLIT will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationLLIT Exchange Shares to which the holders thereof are entitled pursuant to Section 1.6(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lianluo Smart LTD), Agreement and Plan of Merger (Lianluo Smart LTD)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such a Certificate to be lost, stolen or destroyed and, if reasonably required by Cardinal Health or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as Cardinal Health or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay in respect of such the lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Alaris Medical Systems Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Healthcorp Inc), Agreement and Plan of Merger (Surgicare Inc/De)
Lost Certificates. 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 the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ameripath Inc), Agreement and Plan of Merger (Specialty Laboratories Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and an indemnity (without the requirement of posting a bond) by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationdestroyed, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationPublic Company Common Shares and any cash in lieu of fractional shares, and unpaid dividends and distributions on Public Company Common Shares deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Akerna Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, and the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen stolen, defaced or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Komag Inc /De/), Agreement and Plan of Merger (Western Digital Corp)
Lost Certificates. 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 anddestroyed, if required by the Surviving Corporation, the and posting by such person of a bond in such reasonable amount sum as the Surviving Corporation Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Biosphere Medical Inc)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger ConsiderationPrice due to such Person as provided in Section 2.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (AmNet Mortgage, Inc.)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue, in respect of exchange for such lost, stolen or destroyed Certificate Certificate, the Merger ConsiderationPer Common Share Amount payable pursuant to this Section 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intrado Inc), Agreement and Plan of Merger (West Corp)
Lost Certificates. 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 Surviving Corporation or the Surviving CorporationPaying Agent, the posting by such person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent reasonably may direct as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Company Common Share Cash Merger ConsiderationConsideration payable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Plan Excel Realty Trust Inc), Agreement and Plan of Merger (Centro Properties LTD)
Lost Certificates. 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 reasonably required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationPrice with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration payable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Recovery Engineering Inc)
Lost Certificates. If In the event 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 Company and/or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Company and/or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Considerationamount to which such person is entitled pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ferrofluidics Corp), Agreement and Plan of Merger (Ferrotec Acquisition Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consol Inc), Agreement and Plan of Merger (Rochester & Pittsburgh Coal Co)
Lost Certificates. 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 the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Power Holdings Inc), Agreement and Plan of Merger (Reliant Resources Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (American Retirement Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (and if the Surviving Corporation shall request, the posting of a bond in form and substance reasonably satisfactory to the Surviving Corporation) of that fact by the person 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the applicable amount of Merger ConsiderationConsideration (as determined in accordance with, and subject to, the terms this Article III).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless LLC), Agreement and Plan of Merger (Universal American Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay deliver in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration with respect to the shares of Company Common Stock formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oilgear Co), Agreement and Plan of Merger (Turbosonic Technologies Inc)
Lost Certificates. 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 the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay the Merger Consideration in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Westwood Corp/Nv/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon (i) the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, and (ii) if required by the Surviving CorporationCompany, the posting by such person of a an indemnity bond in such reasonable amount as form and substance and with surety reasonably satisfactory to the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such CertificateCompany, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Surviving CorporationBuyer, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation Buyer may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay issue in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration deliverable in respect thereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vital Signs Inc), Agreement and Plan of Merger (General Electric Co)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sungard Data Systems Inc), Agreement and Plan of Merger (Extended Stay America Inc)
Lost Certificates. 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 bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay will issue in respect of exchange for such lost, stolen or destroyed Certificate the applicable Merger ConsiderationConsideration and Additional Payments, if any.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Greenwich Air Services Inc)
Lost Certificates. 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 with such assurances as the Paying Agent may, in its discretion require, and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of exchange for such lost, stolen or destroyed Certificate Certificates the Merger ConsiderationConsideration pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Park City Mines Co), Iii 6 Agreement and Plan of Merger (Novacare Employee Services Inc)
Lost Certificates. If For any Certificate shall have that has 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 in the sole discretion of the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay will issue the applicable Merger Consideration in respect of exchange for such lost, stolen or destroyed Certificate the Merger ConsiderationCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FMFG Ownership, Inc.), Agreement and Plan of Merger (First Montauk Financial Corp)
