Common use of Lost Certificates Clause in Contracts

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Buyer shall cause the Exchange Agent shall, to issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Surviving Corporation or the Paying Agent, the posting by such person of a bond in such reasonable and customary form amount as Topco Surviving Corporation or the Exchange Paying Agent reasonably may direct, direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Company Common Stock Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Offerors or the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary form amount as Topco the Offerors or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this AgreementConsideration, without the requirement for any bondinterest thereon.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such holder of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in with respect thereof to the Shares formerly represented thereby pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Buyer, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Per Share Merger Consideration deliverable in respect thereof payable pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof thereof, pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifydestroyed, and, if required by Parent, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may directreasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable payable in respect thereof thereof, pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration Consideration, deliverable in respect thereof thereof, pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco the Surviving Corporation may direct or otherwise indemnify the Exchange Agent may direct, Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall pay in exchange for such lost, stolen stolen, or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shallshall pay, in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable to be paid in respect thereof of the shares of Company Common Stock formerly represented thereby pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, in exchange for such lost, stolen or destroyed Certificate, issue will pay the Merger Consideration deliverable in respect thereof pursuant accordance with the terms of the Offer to this Agreement, without the requirement for any bondregistered owner of such Shares.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shallshall pay, in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable to be paid in respect thereof of the shares of Company Capital Stock formerly represented thereby pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, in exchange for such lost, stolen or destroyed Certificate, issue pay the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 person claiming such Certificate certificate to be lost, stolen or destroyed and agreeing to indemnifyif required by the Paying Agent, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent may direct, indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed CertificateCertificate a check in the amount of the number of Shares represented by such lost, issue stolen or destroyed Certificate multiplied by the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

Lost Certificates. If any Share Certificate or Unit Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Share Certificate or Unit Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by Parent or the Paying Agent, the posting by such person of a bond or payment of an applicable fee in such reasonable and customary form amount as Topco Parent or the Exchange Paying Agent reasonably may direct, against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Share Certificate or Unit Certificate the Merger applicable Cash Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue and pay to such person in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by the Company, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Company may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof amount to which such person is entitled pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall pay the Merger Consideration in exchange for respect of such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Company, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Company may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shallwill issue, in exchange for such lost, stolen or destroyed Certificate, issue the Per Share Merger Consideration deliverable to be paid in respect thereof pursuant to of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Agreement, without the requirement for any bondArticle 2.

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 agreeing to indemnifyand, if required by Buyer or the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco Buyer or the Exchange Agent Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Exchange Paying Agent shall, shall pay in exchange for such respect of the lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall pay in exchange for respect of such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect to which the holder thereof is entitled pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shallwill issue, in exchange for such lost, stolen or destroyed Certificate, issue the allocable Merger Consideration deliverable to be paid in respect thereof pursuant to of the Common Shares formerly represented by such Certificate as contemplated under this AgreementArticle IV, without the requirement for any bond.interest thereon but subject to any applicable withholdings

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 agreeing to indemnify, posting of a bond in such reasonable and customary form sum as Topco or the Exchange Agent Buyer may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Buyer, the posting by such Person of a bond or surety in such reasonable and customary form and amount as Topco or the Exchange Agent Buyer may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in with respect thereof pursuant to this Agreement, without the requirement for any bondthereto.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable payable in respect thereof thereof, pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 holder claiming such Certificate certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such holder of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue certificate the Merger Consideration deliverable to be paid in respect thereof pursuant to of the Shares represented by such certificate as contemplated by this Agreement, without the requirement for any bondArticle.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Agent shallshall pay, in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable to be paid in respect thereof of the shares of Company Common Stock formerly represented thereby pursuant to this Agreement; provided, without however, that the requirement for Parent or the Exchange Agent may require delivery of a reasonable indemnity or bond against any bondclaim that may be made against the Surviving Corporation with respect to any such Certificate.

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 claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by the Exchange Agent or Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent or Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect to which the Holder thereof is entitled pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if reasonably required by the Buyer, the posting by such person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

Lost Certificates. If In the event that any Certificate certificate representing Shares 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 agreeing to indemnifyand, if required by Buyer, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue certificate the Merger Consideration deliverable in with respect thereof to such certificate, to which such person is entitled pursuant to this Agreement, without the requirement for any bondhereto.

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 agreeing to indemnifyand, if reasonably required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof payable pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if reasonably required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in Price with respect thereof pursuant to this Agreement, without the requirement for any bondthereto.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant determined in accordance with this Article II; provided, however, that Parent or the Paying Agent may require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Entity with respect to this Agreement, without the requirement for any bondsuch Certificate or ownership thereof.

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 agreeing to indemnifyand, if required by the Surviving Corporation or Parent, the posting by such person of a bond, in such reasonable and customary form amount as Topco the Surviving Corporation or the Exchange Agent Parent may direct, as indemnity against any claim that may be made against it them with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreementand Additional Payments, without the requirement for any bondif any.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue or pay in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Sub, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Sub may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 agreeing to indemnifyand, if required by Cardinal or the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco Cardinal or the Exchange Agent Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Exchange Paying Agent shall, shall pay in exchange for such respect of the lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 agreeing to indemnifyand, if required by the Surviving Corporation or the Paying Agent, the posting by such Person of a bond, in such reasonable and customary form amount as Topco the Surviving Corporation or the Exchange Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect to which the holder thereof is entitled pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent may direct, indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof payable pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, in such reasonable and customary form as Topco or if required by Sub, the Exchange Agent may direct, providing of an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 agreeing to indemnifywith 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 and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall pay in exchange for such lost, stolen or destroyed Certificate, issue Certificates the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect to which the Holder thereof is entitled pursuant to this Agreement, without the requirement for any bond.

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 claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by Acquiror, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Acquiror may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in with respect thereof to such Certificate, to which such Person is entitled pursuant to this Agreement, without the requirement for any bondhereto.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof payable pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, in such reasonable and customary form as Topco if required by Parent or the Exchange Agent may directPaying Agent, the entering into of an indemnity or the posting of a bond as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondArticle III.

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 agreeing to indemnifyand, if required by Surviving Corporation or the Paying Agent, the posting by such person of a bond in such reasonable and customary form amount as Topco Surviving Corporation or the Exchange Paying Agent reasonably may direct, against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Company Common Share Cash Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by Buyer, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, Buyer will issue in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration Certificate cash deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondSection 2.1 hereof.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shallwill issue, in exchange for such lost, stolen or destroyed Certificate, issue the Per Share Merger Consideration deliverable to be paid in respect thereof pursuant to of the shares of Common Stock formerly represented by such Certificate as contemplated under this Agreement, without the requirement for any bondArticle 2.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco the Surviving Corporation or the Exchange Paying Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnify, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that which may be made against it with respect to such Certificate, the Exchange Paying Agent shallwill issue, in each case, in exchange for such lostaffidavit and the posting of the bond, stolen or destroyed Certificate, issue the Merger Consideration deliverable Consideration, payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnify, in the providing of such reasonable and customary form security or indemnity as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect deems necessary to such Certificatesave and hold the Company and Buyer harmless, the Exchange Agent shall, shall pay in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without exchange for the requirement for any bondshares of Company Common Stock represented thereby.

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 agreeing in form reasonably acceptable to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such CertificateDisbursing Agent, the Exchange Disbursing Agent shallwill pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, issue the Merger Consideration deliverable to be paid in respect thereof pursuant to of the Shares represented by such Certificate, as contemplated by this Agreement, without the requirement for any bondArticle.

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 agreeing to indemnifydestroyed, and, if required by the Buyer, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnify, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall pay the Merger Consideration in exchange for respect of such lost, stolen stolen, defaced or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

Lost Certificates. If any Certificate Certificates 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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, in exchange for such lost, stolen or destroyed Certificate, issue will pay the Merger Consideration deliverable in respect thereof pursuant accordance with the terms of this Agreement to this Agreement, without the requirement for any bondregistered owner of such Shares.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting of such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall pay in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and a customary indemnification of the Company and the Buyer in a form reasonably satisfactory to the Buyer by the Person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Stock Consideration deliverable in respect thereof as and when payable pursuant to the terms of this Agreement, without the requirement for any bond.

Lost Certificates. If any Certificate certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person Seller claiming such Certificate certificate to be lost, stolen or destroyed destroyed, and agreeing an agreement by such Seller to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, indemnify against any claim that may shall be made against it the Company or Buyer with respect to such Certificatecertificate, the Exchange Agent shall, Company shall deliver to such Seller a new certificate in exchange for such lost, stolen or destroyed Certificate, issue certificate so that such new certificate can be delivered to Buyer at the Merger Consideration deliverable in respect thereof Closing pursuant to this Agreement, without the requirement for any bondSection 1.2(b).

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 holder’s compliance with the replacement requirements established by the Person claiming such Certificate to be lostPaying Agent, stolen or destroyed and agreeing to indemnifyincluding, if necessary, the posting by the holder of a bond in such reasonable and customary form amount as Topco or the Exchange Agent may direct, indemnity against any claim that may be made against it with respect to such the Certificate, the Exchange Agent shall, shall deliver in exchange for such the lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable payable in respect thereof of the Company Common Stock represented by the Certificate pursuant to this Agreement, without the requirement for any bondSection 2.2.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifydestroyed, and, if required by Parent or the Paying Agent, the posting by such Person of a bond in such reasonable and customary form amount as Topco Parent or the Exchange Paying Agent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable payable in respect thereof thereof, pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by the Company and/or the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Company and/or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof amount to which such person is entitled pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Acquirer, the posting by such Person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Acquirer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shallwill issue, in exchange for such lost, stolen or destroyed Certificate, issue the Per Share Merger Consideration deliverable to be paid in respect thereof pursuant to of the Shares formerly represented by such Certificate as contemplated under this Agreement, without the requirement for any bondArticle II.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant determined in accordance with this Article II; provided, however, that Parent or the Paying Agent may require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Corporation with respect to this Agreement, without the requirement for any bondsuch Certificate or ownership thereof.

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 agreeing Purchaser will issue or will cause Sub to indemnifyissue (or, in such reasonable and customary form as Topco or after the Exchange Agent may directClosing Date, against any claim that may be made against it with respect will cause the Surviving Corporation to such Certificate, the Exchange Agent shall, issue) in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof cash which such holder has the right to receive pursuant to the provisions of this Agreement, without Article II after taking into account all the requirement for any bondShares then held by such holder under all such Certificates.

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 agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Surviving Corporation or the Paying Agent, the posting by such person of a bond in such reasonable and customary form amount as Topco Surviving Corporation or the Exchange Paying Agent reasonably may direct, against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Company Common Stock Merger Consideration deliverable payable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by ▇▇▇▇▇▇▇ XX, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent ▇▇▇▇▇▇▇ XX may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will pay in exchange for such lost, stolen or destroyed Certificate, issue Certificate the REIT Merger Consideration deliverable in respect to which the holder thereof is entitled pursuant to this Agreement, without the requirement for any bondArticle 2.

Lost Certificates. If any Certificate shall is claimed to 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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shallwill, subject to the applicable terms and conditions of this Agreement, issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Per Share Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall pay or exchange in exchange for respect of such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreementor the Mirror Series A Preferred Shares, without the requirement for any bondas applicable.

Lost Certificates. If any Certificate certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person Shareholder claiming such Certificate certificate to be lost, stolen or destroyed destroyed, and agreeing an agreement by such Shareholder to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, indemnify against any claim that may shall be made against it the Surviving Corporation or Buyer with respect to such Certificatecertificate, the Exchange Agent shall, Buyer will deliver in exchange for such lost, stolen or destroyed Certificate, issue certificate the Merger Consideration deliverable consideration to be paid in respect thereof pursuant to of the Shares represented by such certificate as contemplated by this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will deliver in exchange payment for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in with respect thereof pursuant to this Agreement, without the requirement for any bondShares formerly represented thereby.

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 agreeing to indemnifydestroyed, and, if required by the Buyer, the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, in such reasonable and customary form as Topco or if required by Merger Sub, the Exchange Agent may direct, providing of an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondConsideration.

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 Paying Agent or Parent, the posting by such Person of a bond in customary amount and agreeing to indemnify, in upon such reasonable and customary form terms as Topco may be required by Paying Agent or the Exchange Agent may direct, Parent as indemnity against any claim that may be made against it Paying Agent or Parent with respect regard to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Per Share Merger Consideration deliverable payable in respect thereof thereof, pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyif required by the Buyer, the posting by such Person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Buyer shall cause the Exchange Agent shall, to issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit affidavit, in form and substance satisfactory to the Paying Agent, of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Paying Agent shallwill pay, in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable Per Share Amount to be paid in respect thereof pursuant to of the shares of Company Common Stock represented by such Certificate, as contemplated by this Agreement, without the requirement for any bond.

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 certificate to be lost, stolen or destroyed and agreeing to indemnify, the posting of any bond required by Acquiror in such reasonable accordance with its policies and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such Certificatepractices, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificatecertificate, issue the Merger Consideration deliverable in respect thereof to which the holder may be entitled pursuant to this Agreement, without Article IV and any dividends or other distributions to which the requirement for any bondholder thereof may be entitled pursuant to Section 4.2(d).

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 agreeing to indemnifyand, if required by Chinos SPV or the Exchange Agent, the posting by such person of a bond in such reasonable and customary form amount as Topco Chinos SPV or the Exchange Agent Agent, as applicable, may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall deliver in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in with respect thereof pursuant to this Agreement, without the requirement for any bond.shares of ..

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 agreeing to indemnifyand, if required by the Surviving Corporation or Parent, the posting by such person of a bond, in such reasonable and customary form amount as Topco the Surviving Corporation or the Exchange Agent Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed CertificateCertificate the applicable Closing Consideration and Additional Payments, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bondif any.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall pay in exchange for respect of such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect to which the holder thereof is entitled pursuant to this Agreement, without the requirement for any bond.

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 person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnifyand, if required by Acquiror, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Acquiror may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shallshall issue, in exchange for such lost, stolen or destroyed Certificate, issue the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and a customary indemnification of the Company and the Buyer in a form reasonably satisfactory to the Buyer and the Exchange Agent by the Person claiming such Certificate to be lost, stolen or destroyed and agreeing to indemnify, in such reasonable and customary form the posting of a bond as Topco may be required by the Buyer or the Exchange Agent may directAgent, against any claim that may be made against it with respect to such Certificate, the Buyer shall cause the Exchange Agent shall, to issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Aggregate Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by the Surviving Corporation or Hain, the posting by such person of a bond, in such reasonable and customary form amount as Topco the Surviving Corporation or the Exchange Agent Hain may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreementand Additional Payments, without the requirement for any bondif any.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the execution of an indemnity agreement or the posting by such Person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the portion of the Merger Consideration deliverable in respect thereof payable pursuant to this Agreement, without the requirement for any bond.

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 agreeing reasonably satisfactory to indemnify, in such reasonable and customary form as Topco or the Exchange Agent may direct, against any claim that may be made against it with respect to such CertificatePaying Agent, the Exchange Paying Agent shall, in exchange for such lost, stolen or destroyed Certificate, issue pay the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Parent or the Paying Agent, the posting by such person of a bond, in such reasonable and customary form amount as Topco Parent or the Exchange Paying Agent may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Exchange Paying Agent shall, will pay in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect amount of cash to which the holder thereof is entitled pursuant to this Agreement, without the requirement for any bondSection 2.5.

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 agreeing to indemnifyand, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary form amount as Topco or the Exchange Agent Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall, shall issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 agreeing to indemnifyand, if required by Acquirer, the posting by such person of a bond in such reasonable and customary form amount as Topco or the Exchange Agent Acquirer may direct, direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent shallConsideration and, in exchange for such lostif applicable, stolen or destroyed Certificate, issue the Merger Consideration any unpaid dividend and distributions on shares of Acquirer stock deliverable in respect thereof pursuant to this Agreement, without the requirement for any bond.

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 and agreeing to indemnifyand, in such reasonable and customary form as Topco if required by the Paying Agent or the Exchange Agent may directSurviving Corporation, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent shall, will issue in exchange for such lost, stolen or destroyed Certificate, issue Certificate a check in the amount of the Merger Consideration deliverable in respect thereof entitled to be received pursuant to this Agreement, without the requirement for any bond.