Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will 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, as contemplated under this Article 2.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Daegis Inc.), Agreement and Plan of Merger (Actuate Corp), Agreement and Plan of Merger (Monster Worldwide, Inc.)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Target Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2IV.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp), Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (Veramark Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will 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 under this Article 2II.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Core Resource Management, Inc.), Agreement and Plan of Merger (Gateway Energy Corp/Ne), Agreement and Plan of Merger (Nitro Petroleum 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Parent shall 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 under this Article 2II.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Erasca, Inc.), Agreement and Plan of Merger (AgeX Therapeutics, Inc.), Agreement and Plan of Merger (Meridian Bioscience 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Article 23.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hyperion Solutions Corp), Agreement and Plan of Merger (Packeteer Inc), Agreement and Plan of Merger (24/7 Real Media Inc)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (OneWater Marine Inc.), Agreement and Plan of Merger (Midwest Holding Inc.), Agreement and Plan of Merger (Ocean Bio Chem 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 reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Per Share Amount to be paid in respect of the Shares formerly represented by such Certificate, as contemplated under this Article 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bioverativ Inc.), Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Goldfield 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 reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will 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, as contemplated under this Article 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fitbit, Inc.), Agreement and Plan of Merger (Tumi Holdings, Inc.), Agreement and Plan of Merger (Portola 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 reasonably required by Parent, the posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid Consideration, any cash in lieu of fractional shares and any dividends and distributions on the Certificate deliverable in respect of the Shares formerly represented by such Certificate, as contemplated under thereof pursuant to this Article 2II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Houston Wire & Cable 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 reasonably required by ParentHoldings, the posting by such Person of a bond, in such customary reasonable amount as Parent Holdings may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid delivered in respect of the Shares Interests formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (High Tide Inc.), Agreement and Plan of Merger (AppTech Payments Corp.), Agreement and Plan of Merger (Torotel 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 reasonably required by ParentParent or the Exchange Agent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares formerly represented by such Certificate, as contemplated under holder thereof is entitled pursuant to this Article 2II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Technologies Corp /De/), Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (Genomic Health Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, as contemplated under by this Article 2ARTICLE II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stemcells Inc), Agreement and Plan of Merger (Synageva Biopharma Corp.), Agreement and Plan of Merger (Trimeris 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Parent shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Share Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, mutilated or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, mutilated or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, mutilated or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adam Inc), Agreement and Plan of Merger (Ebix 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 reasonably required by ParentParent or the Surviving Corporation, the posting by such that Person of a bond, in such customary reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares formerly shares represented by such Certificate, Certificate as contemplated under by this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn America Group Inc), Agreement and Plan of Merger (Penn America Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Article 23.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Stellent 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall 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 under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Woodland Holdings Corp), Agreement and Plan of Merger (Aegion Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed (in a form reasonably satisfactory to Parent) and, if reasonably required by ParentParent or the Surviving Company, the posting by such Person person of a bond, in such customary reasonable amount as Parent or the Surviving Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of which the Shares formerly represented by such Certificate, as contemplated under holder thereof is entitled pursuant to this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keyw Holding Corp), Agreement and Plan of Merger (Jacobs Engineering Group 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 reasonably required by Parent, the delivery by such Person of a written indemnity agreement in form and substance reasonably acceptable to Parent and which indemnity shall not require the posting by such Person of a bond, in such customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly shares of Company Stock represented by such Certificate, as contemplated under by this Article 2.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article Section 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Resources Corp), Agreement and Plan of Merger (American Resources 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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal 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 reasonably required by Parentthe Paying Agent, the posting by such Person of a bond, in such customary amount as Parent the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will 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, as contemplated under this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by ParentXxxxxx, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Shares to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On-Air Impact, Inc.), Agreement and Plan of Merger and Reorganization (Romulus 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under by this Article 23.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Therma Wave 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 reasonably required by the Parent, the posting by such Person of a bond, in such customary reasonable amount as the Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the Shares formerly each share of Company Stock represented by such Certificate, as contemplated under by this Article Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by ParentXxxxxx, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Chan Sidney), Agreement and Plan of Merger and Reorganization (ALR Technologies SG Ltd.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, 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 formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Cardtronics 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Axway Inc.), Agreement and Plan of Merger (Tumbleweed 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 reasonably required by Parent, the posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Disbursing Agent will issue, shall deliver 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, as contemplated under by this Article 2III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wabash National Corp /De), Agreement and Plan of Merger (Supreme 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 person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person person of a bond, bond in such customary reasonable amount as Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration and cash in lieu of any fractional shares payable pursuant to be paid Section 2.2(d), in respect of the Shares formerly represented by such Certificate, as contemplated under each case pursuant to this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Turbochef Technologies Inc)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iec Electronics Corp), Agreement and Plan of Merger (Vidler Water Resources, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/), Agreement and Plan of Merger (Princeton Security Technologies, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ParentHoldings, the posting by such Person of a bond, in such customary reasonable amount as Parent Holdings may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid delivered in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will 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, as contemplated under this Article ARTICLE 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium 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 Certificate to be lost, stolen or destroyed and, if reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary reasonable amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issueshall pay, 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, as contemplated under by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ra Pharmaceuticals, Inc.), Agreement and Plan of Merger (Illumina Inc)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by ParentPxxxxx, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IMAC Holdings, Inc.), Agreement and Plan of Merger (Theralink Technologies, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly shares of Company Stock represented by such Certificate, as contemplated under by this Article 23.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inveresk Research Group Inc), Agreement and Plan of Merger (Charles River Laboratories 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 Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, 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 formerly represented by such Certificate, Certificate as contemplated under this Article 2III.
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 reasonably required by Parent, the posting by such Person of a bond, in such customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will 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, as contemplated under this 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 reasonably required by the Surviving Corporation, an agreement, in form and substance reasonably satisfactory to Parent, to indemnify the posting by such Person of a bond, in such customary amount as Parent may direct, as indemnity Surviving Corporation against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the portion of the aggregate Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, as contemplated under by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hutchinson Technology Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary reasonable amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issueshall pay, 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, as contemplated under by this Article 23.
Appears in 1 contract
Lost Certificates. If any Certificate shall will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent Parent will issue, 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 formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (One Stop 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares formerly shares of Company Common Stock represented by such Certificate, as contemplated under by this Article 2.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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Shareholder Representative shall 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 under this Article 2II.
Appears in 1 contract
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 destroyed, in a form reasonably satisfactory to the Parent, and, if reasonably required by Parentthe Exchange Agent, the posting by such Person of a bond, in such customary reasonable amount as Parent the Exchange Agent may directrequire, as indemnity against any claim that may be made against it Parent with respect to such Certificate, the Paying Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration and any other required amounts to be paid in respect of which the Shares formerly represented by such Certificate, as contemplated under holder thereof is entitled pursuant to this Article 2II.
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, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid delivered in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will 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 under this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corgenix Medical Corp/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 reasonably required by Parent, the posting by such Person of a bond, in such customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Per Share Amount to be paid in respect of the Shares formerly represented by such Certificate, as contemplated under this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ariad 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 reasonably required by Parent, the posting by such Person of a bond, bond in such customary reasonable amount as Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for pay to the holder of such lost, stolen or destroyed Certificate, the such holder’s Merger Consideration with respect to be paid in respect each share of the Shares Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2by the provisions of Section 2.2(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentigen Holding 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 reasonably required by Parent, the posting by such Person of a bond, in such a reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of capital stock formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issuepay, 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, as contemplated under by this Article 2II.
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 reasonably required by ParentBuyer, the posting by such Person of a bond, in such customary reasonable amount as Parent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall 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 under this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C H Robinson Worldwide 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the allocable Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II, without any interest thereon.
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 reasonably required by ParentBxxxx, the posting by such Person of a bond, in such customary reasonable amount as Parent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall 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 under this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Glass House Brands 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Parent shall 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 under this Article 2II less any amounts previously paid.
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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Capital Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2III.
Appears in 1 contract
Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by ParentXxxxxx, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE III.
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 reasonably required by ParentBuyer, the posting by such Person of a bond, in such customary reasonable amount as Parent Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall 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 under this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Glass House Brands 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 reasonably required by ParentParent or the Surviving Corporation (or any successor thereto), the posting by such Person delivery of a bond, an agreement of indemnification in such customary amount as Parent may directform reasonably satisfactory to Parent, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, Parent shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the portion of the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, Certificate as contemplated under by this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novelos Therapeutics, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person registered holder thereof in form and substance reasonably satisfactory to Parent claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting delivery of such indemnity by such Person of a bond, in such customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect is reasonably satisfactory to such CertificateParent, the Paying Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Capital Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2.II. 2.20
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 reasonably required by Parent, the posting by such Person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this 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 person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person person of a bond, in such customary reasonable amount as Parent may directdirect and in form and substance satisfactory to Parent and Exchange Agent, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Certificate merger consideration to be paid in respect of the Shares formerly represented by which such Certificate, as contemplated under person is entitled and any dividends or other distributions to which such person is entitled pursuant to this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GXS Investments, 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 Parent, the posting by such Person any person who is not on the Company's list of Stockholders of record set forth on Exhibit A-2, of a bond, bond in such customary amount as Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, Parent shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable portion of the Merger Consideration to be paid in respect thereof pursuant to the provisions of the Shares formerly represented by such Certificate, as contemplated under this Article 2II.
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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, pay the Merger Consideration Per Share Amount to be paid in respect of the Shares shares of Company Common Stock formerly represented by such lost, stolen or destroyed, Certificate, as contemplated under this Article 2.. ARTICLE 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Parent shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Common Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2II less any amounts previously paid.
Appears in 1 contract
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE II.
Appears in 1 contract
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Asset Acquisition Consideration to be paid in respect of the shares of Company Ordinary Shares formerly represented by such Certificate, Certificate as contemplated under this Article 2ARTICLE II.
Appears in 1 contract
Samples: Plan of Reorganization and Asset Purchase Agreement (Allarity Therapeutics, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Article 21.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phoenix Technologies LTD)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly shares of Company Stock represented by such Certificate, as contemplated under by this Article 2.
Appears in 1 contract
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Capital Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, 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 formerly represented by such Certificate, Certificate as contemplated under this Article 2II.
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 reasonably required by Parent, the delivery by such Person of a written indemnity agreement in form and substance reasonably acceptable to Parent and the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly shares of Company Stock represented by such Certificate, as contemplated under by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Coat 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 reasonably required by ParentXxxxxx, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Shareholder Representative shall 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 under this Article 2II.
Appears in 1 contract
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 Certificate to be lost, stolen stolen, or destroyed and, if reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated under this Article 2III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares shares of Company Stock formerly represented by such Certificate, as contemplated under this 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 reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary reasonable amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issueshall pay, 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, as contemplated under by this Article 2.. A RTICLE 3 THE SURVIVING CORPORATION
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacific Biosciences of California, 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 reasonably required by ParentPurchaser, the posting by such Person of a bond, in such customary reasonable amount as Parent Purchaser may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will shall 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 under this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTT Communications, 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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will Parent shall 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 under this Article 2II.
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 reasonably required by Parent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will 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 under this Article 2II.
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 destroyed, and, if reasonably required by ParentParent or the Paying Agent, the posting by such Person of a bond, in such customary reasonable amount as Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the Shares formerly shares of Company Common Stock represented by such Certificate, Certificate as contemplated under by this Article 23.
Appears in 1 contract
