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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Compagnie De Saint Gobain), Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Flowers Industries Inc /Ga)
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Affymetrix Inc), Agreement and Plan of Merger (Fei Co), Agreement and Plan of Merger (Aveo Pharmaceuticals, 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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Foundation Medicine, Inc.), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Harris Interactive 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person granting of a bond, in such reasonable amount as the Surviving Corporation may direct, as an indemnity reasonably satisfactory to Parent against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration with respect to be paid in respect of the Shares represented by such Certificate, as contemplated by this Articleto which such Person is entitled pursuant hereto.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (U S Laboratories Inc), Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Vlsi Technology Inc)
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 claiming such Certificate Certificates 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 CertificateCertificates, the Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed CertificateCertificates, the Merger Consideration to be paid in respect of the Shares represented by such CertificateCertificates, as contemplated by this ArticleArticle II.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (PAWS Pet Company, 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 directdirect (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration Parent Shares to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harmonic Inc), Agreement and Plan (C Cube Microsystems Inc), Agreement and Plan of Reorganization (C Cube Microsystems 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, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Wiser Oil Co), Stockholder Agreement (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (Gibson Greetings 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 Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Company Share represented by such Certificate, as contemplated by this ArticleSection 3.11.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Cn Bancorp Inc), Agreement and Plan of Merger (Sandy Spring 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 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 Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sequoia Acquisition Inc), Agreement and Plan of Merger (North Face Inc), Agreement and Plan (Emersub Lxxiv 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 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, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Per Common Share Amount payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Herbst Gaming Inc), Agreement and Plan of Merger (Apria Healthcare Group Inc), Agreement and Plan of Merger (Peregrine 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 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 Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificate as contemplated by this ArticleARTICLE IV.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Priceline Group Inc.), Agreement and Plan of Merger (Athlon Energy 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC)
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 by such person against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the Shares formerly represented by such Certificatethereby, as contemplated by pursuant to this ArticleAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc), Agreement and Plan of Merger and Reorganization (Penny Lane Partners L P), Agreement and Plan of Merger and Reorganization (Premier Classic Art 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 CorporationExchange Agent, the posting by such Person person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Shares represented by such Certificate, Certificate as contemplated by this Article.Article I.
Appears in 3 contracts
Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (S3 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 payment of any reasonable fees, and the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directdirect (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 3 contracts
Samples: Offer Agreement (Earthlink Inc), Agreement and Plan of Merger (Vicinity Corp), Offer Agreement (Peoplepc 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Television Inc), Agreement and Plan of Merger (Chris Craft Industries Inc), Agreement and Plan of Merger (BHC Communications Inc)
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, 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, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Credit Property Trust II Inc), Agreement and Plan of Merger (Spirit Realty Capital, 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 person claiming such Certificate to be lost, stolen or destroyed and, if required by the Company or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Company or the Surviving Corporation Corporation, as the case may directbe, may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration amount to be paid in respect of the Shares represented by which such Certificate, as contemplated by person is entitled pursuant to this Article.Agreement. ARTICLE IV
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Acquisition Inc), Exhibit 1 Agreement and Plan of Merger (Ameriwood Industries 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 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration Consider ation to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Richton International Corp), Agreement and Plan of Merger (FRS Capital Co 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 CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the OLYMPIC Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Montauk Financial Corp), Voting Agreement (Olympic Cascade 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationXXXXXXX XX, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation XXXXXXX XX may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, pay in exchange for such lost, stolen or destroyed Certificate, Certificate the REIT Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.), Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an any 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Share Consideration to be paid in respect of the Shares MBI Common Stock represented by such Certificate, Certificates as contemplated by this Article.
Appears in 2 contracts
Samples: Employment Agreement (Palatin Technologies Inc), Employment Agreement (Molecular Biosystems 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 Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hilton Hotels Corp), Agreement and Plan of Merger (Promus Hotel 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 claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationAcquirer, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Acquirer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated by under this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, 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 directdirect (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration DuPont Shares to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Pioneer Hi Bred 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 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 amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Shares represented by such Certificate, Certificate as contemplated by this Article.Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inference Corp /Ca/), Agreement and Plan of Merger (Inference Corp /Ca/)
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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration (less the Escrow Holdback) to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Agreement and Plan of Merger (Mercury Interactive Corporation)
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 is customarily required by Parent and the Surviving Corporation may direct, Exchange Agent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Freightways Corp), Agreement and Plan of Merger (Fedex 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 destroyed, the completion of the letter of transmittal by such Person and, if reasonably required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may directrequest, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Catapult Communications 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 in form reasonably acceptable to the Surviving CorporationDisbursing Agent, 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dune Energy Inc), Agreement and Plan of Merger (Eos Petro, 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 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 Exchange Paying Agent will pay, shall pay in exchange for respect of such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by this Articleholder thereof is entitled pursuant to Section 2.01(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp)
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, if required by the Surviving CorporationCompany, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation Company may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration amount to be paid in respect of the Shares represented by which such Certificate, as contemplated by person is entitled pursuant to this ArticleAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog 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 CorporationHoldings, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Holdings may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payshall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated by under this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, 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 directdirect in conformity with the Exchange Agentβs customary market practices, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Avocent 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 Exchange Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS 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 claiming such the Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such that 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificates as contemplated by this Article.Article 1A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ns Acquisition Corp), Agreement and Plan of Merger (National Standard 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 in such form as Parent may reasonably require 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid payment deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement. SECTION 2.09.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Magellan Health 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 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 Exchange Paying Agent will pay, pay the Merger Consideration to which the holder thereof is entitled pursuant to this Article I in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Catalytica Inc), Agreement and Plan of Merger (DSM Nv)
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 CorporationAmalgamated Company, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Amalgamated Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Amalgamation Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Flag Telecom Group LTD), Agreement and Plan of Amalgamation (Flag Telecom Group LTD)
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 Exchange Paying Agent will pay, pay in exchange for such lost, stolen or destroyed Certificate, cash, in an amount equal to the Merger Consideration to be paid in respect product of (x) the number of Company Shares represented by such CertificateCertificate and (y) the Merger Consideration, as contemplated by this Articlewithout any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seneca Investments LLC), Agreement and Plan of Merger (Agency Com 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 destroyed, the completion of the letter of transmittal by such Person 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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS Caremark Corp), Agreement and Plan of Merger (Longs Drug Stores Corp)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such the Certificate to be lost, stolen stolen, or destroyed and, if required by Purchaser or the Surviving Corporation, the posting by such that Person of a bond, in such reasonable amount as Purchaser or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will pay, shall issue in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares shares represented by such Certificate, Certificate as contemplated by this ArticleArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding 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 direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificate as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Alcatel)
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 Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries 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 recordholder 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bush Boake Allen Inc), Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit (in form and substance 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 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 Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements 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 Parent or the Surviving Corporation, the posting by such 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 Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated by under this ArticleArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westway Group, Inc.), Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, 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 reasonably direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Merged Share represented by such Certificate, as contemplated by this ArticleSection 10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Mercantile Bankshares 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 Exchange Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificate as contemplated by this ArticleArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Investments USA Inc.), Agreement and Plan of Merger (Genentech 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, 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Common Shares represented by such Certificate, Certificate as contemplated by this ArticleArticle IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands 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 holder claiming such Certificate 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 Certificatecertificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, certificate as contemplated by this Article.
Appears in 1 contract
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 Exchange Agent will pay, shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration consideration with respect to be paid in respect the shares of the Shares Seller Common Stock formerly represented by such Certificate, as contemplated by this Articlethereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stifel Financial 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, require as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration payable pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concentra Managed Care 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 CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Exchange Agent will pay, pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration consideration to be paid in respect which the holder of the Shares represented by such Certificate, as contemplated by Certificate is entitled pursuant to this Article.Article I.
Appears in 1 contract
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleββArticle 3.
Appears in 1 contract
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 CorporationEntity, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Entity may direct, as indemnity against any claim that may be made against it the Surviving Entity with respect to such Certificate, the Exchange Agent will pay, in exchange for such lost, stolen or destroyed CertificateCertificate to such Person, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ultra Clean 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, 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 Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 1 contract
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Articleβ Article 2.
Appears in 1 contract
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 Exchange Paying Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 1 contract
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 Exchange Paying Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.. ARTICLE III
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Prima Energy 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 recordholder 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)
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, if required by the Surviving CorporationHXXXXXX XX, the posting by such Person of a bond, bond in such reasonable amount as the Surviving Corporation HXXXXXX XX may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, pay in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, 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 Certificatecertificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration ADSs to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this Article.Article I.
Appears in 1 contract
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 claiming such Certificate Cer tificate 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 CertificateCertifi cate, the Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid Consid eration, in respect accordance with the provisions of the Shares represented by such Certificate, as contemplated by this ArticleAgreement.
Appears in 1 contract
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 CorporationBank, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Bank may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Bank Share represented by such Certificate, as contemplated by this ArticleSection 3.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercantile Bankshares 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 Company or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Company 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 Surviving Corporation shall direct the Paying Agent will pay, to issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid payable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Leiner Health Services 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 and 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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.
Appears in 1 contract
Lost Certificates. If Subject to Section 3.5(e) hereof, 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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Site Sourcing 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 reasonably required by Xxxxxxxx or the Surviving CorporationExchange Agent, the posting by such Person person of a bond, in such reasonable amount as Xxxxxxxx or the Surviving Corporation Exchange Agent may direct, direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration cash pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleSECTION 1.5(C).
Appears in 1 contract
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 (who shall be the record owner of such Certificate) 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 Exchange Paying Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 1 contract
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 Exchange Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Common Shares represented by such Certificate, as contemplated by this ArticleArticle II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit and providing for indemnity against any claim that may be made against the Exchange Agent, Parent or Surviving Corporation (each in form reasonably acceptable to Parent) 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 Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger
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 Parent or one of the Surviving CorporationCorporations, the posting by such Person person of a bond, bond in such reasonable amount as the Parent or such Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect shares of the Shares represented by such Certificate, as contemplated by this Article.Parent Common Stock 13
Appears in 1 contract
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such CertificateCompany Common Shares, as contemplated by this ArticleArticle II.
Appears in 1 contract
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 and an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Payment Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of each of the Shares shares of Company Common Stock formerly represented by such Certificate, as contemplated by under this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage-Crystal Clean, 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 Paying Agent or 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 Exchange Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sears Hometown & Outlet Stores, 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 Exchange Agent will pay, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect the shares of the Shares Company Common Stock formerly represented by such Certificate, as contemplated by thereby pursuant to this ArticleAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Finance Corp of America)
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 Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration make payment pursuant to be paid in this Article 4 with respect of the Shares represented by to such Certificate, as contemplated by this Article.
Appears in 1 contract
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 Exchange Paying Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares formerly represented by such Certificate, as contemplated by this ArticleArticle II.
Appears in 1 contract
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 and an agreement to indemnify Buyer against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Per Share Merger Consideration to be paid in respect of the Shares represented by such Certificate, Certificate as contemplated by this Article.
Appears in 1 contract
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 CorporationEntity, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Company Common Shares represented by such Certificate, Certificate as contemplated by this ArticleArticle IV.
Appears in 1 contract
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 Exchange Agent will shall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.Article 2. Table of Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transkaryotic Therapies 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 Exchange Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle III.
Appears in 1 contract
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 Exchange Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleArticle III.
Appears in 1 contract
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 Exchange Agent or the Surviving CorporationBank, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Bank may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will payissue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares Bank Share represented by such Certificate, as contemplated by this ArticleSection 3.09.
Appears in 1 contract
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, 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 Certificatecertificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, certificate the Merger Consideration to be paid in respect of the Shares represented by such Certificate, certificate as contemplated by this Article. SECTION 1.07.
Appears in 1 contract
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 Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares represented by such Certificate, as contemplated by holder thereof is entitled pursuant to this ArticleArticle II.
Appears in 1 contract
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 Acquiror, Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration pursuant to be paid in respect of the Shares represented by such Certificate, as contemplated by this ArticleAgreement.
Appears in 1 contract
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 CorporationAcquirer, the posting by such Person person of a bond, bond in such reasonable amount as the Surviving Corporation Acquirer may direct, direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent will payConsideration and, in exchange for such lostif applicable, stolen or destroyed Certificate, the Merger Consideration to be paid any unpaid dividend and distributions on shares of Acquirer stock deliverable in respect of the Shares represented by such Certificate, as contemplated by thereof pursuant to this ArticleAgreement.
Appears in 1 contract
