Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereofPerson claiming such Certificates to be lost, stolen or destroyed, the portion of the Aggregate Per Share Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a); provided, however, that . Parent may, in its reasonable discretion and as a condition precedent to the payment of such Per Share Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a -------- ------- condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 5 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger and Reorganization (E Trade Group Inc)
Lost, Stolen or Destroyed Certificates. In the event that any -------------------------------------- Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereofthereof such Combination Consideration (and dividends, the portion distributions and cash in lieu of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted fractional shares) as may be required pursuant to Section 2.1(a)2.2; provided, however, that Parent iPrint may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity and will indemnify it against any claim that may be made against Parent, Merger SubiPrint, the Surviving Corporation or and/or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, lost stolen or destroyed.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Information Technology Ventures Lp/Ca), Agreement and Plan of Reorganization (Farros Royal), Agreement and Plan of Reorganization (Iprint Com Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)) hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a customary affidavit of loss and, if required by Parent or the Paying Agent, the posting by such Person of a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Spirit Airlines, Inc.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional share, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Netscape Communications Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Critical Path Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates shall have been lost, stolen or destroyed, the Paying Agent Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted securities, as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent Redomestication Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Redomestication Surviving Corporation or the Paying Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 3 contracts
Samples: Merger Agreement (Hudson Capital Inc.), Merger and Share Exchange Agreement (China VantagePoint Acquisition Co), Merger Agreement (E-Compass Acquisition Corp.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted and any unpaid dividends or other distributions payable or deliverable in respect thereof pursuant to Section 2.1(a)this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Corporation, the Surviving Company or the Paying Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted that is issuable and payable in respect thereof pursuant to Section 2.1(a3.6(b); provided, however, that Parent and/or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may deem reasonably direct necessary as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Maxlinear Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lostshall, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion issue in exchange for such shares of the Aggregate Merger Consideration into which the Shares formerly represented by Company Common Stock, such Certificate were converted shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (P Com Inc), Agreement and Plan of Merger (Telaxis Communications Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion Merger Consideration and any dividends or other distributions as may be required pursuant to this Article II in respect of the Aggregate Merger Consideration into which the Company Common Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a)lost, stolen or destroyed certificates; provided, however, provided that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereofPerson claiming such Certificate to be lost, stolen or destroyed, Parent shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the portion of the Aggregate Merger Consideration into which deliverable in respect thereof as determined in accordance with Section 3.01(c) for the Shares shares of Company Common Stock formerly represented by thereby. When authorizing such Certificate were converted pursuant to Section 2.1(a); providedpayment of Merger Consideration in exchange therefor, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationthereof, require the owner of such lost, stolen or destroyed Certificate to deliver make a bond in such sum as it may reasonably direct as indemnity reasonable undertaking to indemnify Parent or the Surviving Corporation against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed, including the posting by such Person of a bond.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pre Paid Legal Services Inc), Agreement and Plan of Merger (Pre Paid Legal Services Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate thereof such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and dividends, distributions and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Agile may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity and will indemnify it against any claim that may be made against Parent, Merger SubAgile, the Surviving Corporation or and/or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, lost stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section Sections 2.1(a)) and 2.1(b) hereof; provided, however, that Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iparty Corp), Agreement and Plan of Merger
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubAcquiror, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cacheflow Inc), Agreement and Plan of Reorganization (Rational Software Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact fact, in a form reasonably satisfactory to Parent and the Paying Agent, by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)2.1 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by Parent Common Stock, Parent Stock Warrants or such Certificate were converted cash consideration as may be required pursuant to Section 2.1(a)1.03 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xfone Inc), Employment Agreement (Xfone Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, in form and substance reasonably acceptable to Parent, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)) hereof; provided, however, that Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it either of them may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Thoratec Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates shall have been lost, stolen or destroyed, the Paying Agent Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates certificates or securities as the case may be, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted securities, as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent the Reincorporation Merger Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to execute and deliver a bond deed of indemnity in respect of such sum as it may reasonably direct lost, stolen or destroyed certificates in the form required by the Reincorporation Merger Surviving Corporation as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent it with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kairous Acquisition Corp. LTD), Agreement and Plan of Merger (Kairous Acquisition Corp. LTD)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it Acquiror may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Acquiror or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.. SECTION TWO
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue cause to be paid in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereofthereof in a form reasonably satisfactory to Parent, the portion such payment of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted merger consideration as may be required pursuant to Section 2.1(a)this ARTICLE I; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (US Oncology Holdings, Inc.), Agreement and Plan of Merger (McKesson Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue pay and/or issue, in exchange for such lost, stolen or destroyed Certificates certificate, the Merger Consideration, if any, payable and/or issuable in respect thereto pursuant to Section 1.6(b) upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent may, in its reasonable discretion discretion, and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Stockholder who is the owner of such lost, stolen or destroyed Certificate certificates to either (i) deliver a bond in such sum amount as it may reasonably direct as indemnity or (ii) provide an indemnification agreement in a form and substance acceptable to Parent against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates shall have been lost, stolen or destroyed, the Paying Agent Purchaser shall issue in exchange for such lost, stolen or destroyed Certificates certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted securities, as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent the Redomestication Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Redomestication Surviving Corporation or the Paying Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Merger and Share Exchange Agreement (BGS Acquisition Corp.), Merger and Share Exchange Agreement (BGS Acquisition Subsidiary, Inc.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Stock Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Company Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, in form and substance reasonably acceptable to Parent and the portion Exchange Agent, such number of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted shares, if any, as may be required pursuant to Section 2.1(a)2.2; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a); provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against ParentAcquiror, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Robbins & Myers, Inc.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent the Company or the Surviving Corporation, as the case may be, may, in its reasonable discretion and as a condition precedent to the payment issuance of any such Merger Consideration, require the owner holder of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlantic Data Services Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Company Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent may, in its reasonable -------- ------- discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates Certificates, upon receiving notice from the holder thereof and upon the making of an affidavit of that fact by the holder thereofsuch holder, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted amount as may be required pursuant to Section 2.1(a)1.6 hereof; provided, however, that Parent may, in its reasonable discretion and and, as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates -------------------------------------- evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereofthereto, the portion such cash and shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Acquiror or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Synbiotics Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent or the Surviving Corporation, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of Common Offer Price or the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Series D Offer Price, as applicable, payable in respect therefor pursuant to Section 2.1(a)this Article 2; provided, however, that Parent the Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationconsideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it the Surviving Corporation may reasonably direct direct, as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dakota Growers Pasta Co Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Synquest shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by Person claiming such Certificate were converted to be lost, stolen or destroyed, such shares of Synquest Series A Preferred Stock as may be required pursuant to Section 2.1(a)Article II; provided, however, that Parent Synquest may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of Person claiming such Certificate to be lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent Synquest with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock, the portion Cash Consideration and cash in lieu of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted fractional shares as may be required pursuant to Section 2.1(a)this Article II; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue cause to be paid in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereofthereof as provided in the such holder’s Letter of Transmittal, the portion such payment of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted consideration as may be required pursuant to Section 2.1(a)this Article II; provided, however, that Parent or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent Buyer shall issue in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable or deliverable in respect thereof pursuant to Section 2.1(a)this Agreement; provided, however, that Parent Buyer may, in its reasonable discretion and as a condition precedent to the payment of any such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it Buyer may reasonably direct as indemnity against any claim that may be made against ParentBuyer, Merger Sub, Sub or the Surviving Corporation or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hepion Pharmaceuticals, Inc.)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Company Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue and pay in exchange for such lost, stolen or destroyed Certificates Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of Parent Common Stock, amount of the Aggregate Merger Cash Consideration into which the Shares formerly represented by such Certificate were converted and payment of cash in lieu of fractional shares as may be required pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Entity or the Paying Exchange Agent with respect to the Certificate Company Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock, cash consideration and cash in lieu of fractional shares as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable -------- ------- discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Surviving Corporation, the Surviving Corporation Exchange Agent or the Paying Escrow Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of any fractional shares pursuant to Section 2.1(a)11.2) as may be required pursuant to this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the Xxxxx Acquisition, any Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue pay in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration Cash into which the Shares formerly shares of Company Capital Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)1.8; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, Cash require the owner of such lost, stolen or destroyed Certificate Certificates to deliver an indemnity and, if requested, a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate -------------------------------------- certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion number of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted shares of Parent Common Stock, if any, as may be required pursuant to Section 2.1(a)2.1 hereof; provided, however, that Parent ----------- may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Plan of Merger (Infoseek Corp /De/)
Lost, Stolen or Destroyed Certificates. In the event that If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Paying Agent and Parent) of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent or the Surviving Corporation, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, Certificate the portion of the Aggregate Merger Common Stock Consideration into which the Shares formerly represented by such Certificate were converted pursuant to Section 2.1(a2.01(a)(i); provided, however, that Parent maythe owner of such lost, in its reasonable discretion and stolen or destroyed Certificate may be required, as a condition precedent to the payment of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate to deliver provide a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, a customary amount if so required by the Surviving Corporation or policies and procedures of the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyedAgent.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly shares of Company Common Stock represented by such Certificate Certificates were converted pursuant to Section 2.1(a)1.6; providedPROVIDED, howeverHOWEVER, that Parent may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion number of shares of Parent Common Stock that the Aggregate Merger Consideration into which the Shares formerly represented by holder of such Certificate were converted pursuant lost, stolen or destroyed Certificates would otherwise be entitled to Section 2.1(a)receive under this Article I; provided, however, that the Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner registered holder of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash, if any, as may be required pursuant to Section 2.1(a)1.8; providedPROVIDED, howeverHOWEVER, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Commerce One Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Company Stock Certificate shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted amount, if any, as may be required pursuant to Section 2.1(a)1.3; provided, however, that Parent Acquiror may, in its reasonable discretion discretion, or as required by the Payment Agent, and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Person who is the owner of such lost, stolen or destroyed Certificate certificates to either (i) deliver a bond in such sum amount as it may reasonably direct as indemnity and/or (ii) provide an indemnification agreement in a form and substance acceptable to Acquiror, against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Acquiror or the Paying Payment Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock, cash and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Critical Path Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion cash and such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock, if any, as may be required to be delivered in exchange therefor pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates representing shares of Company Common Stock immediately prior to the Effective Time shall have been lost, stolen or destroyed, the Paying Exchange Agent or Parent, as applicable, shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Parent Shares formerly represented by such Certificate were converted deliverable in respect thereof pursuant to Section 2.1(a1.7(c); provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment delivery of such Merger Considerationshares, require the owner owners of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Entity or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Acquiror or its agents shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate thereof such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and dividends, distributions and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)2.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Acquiror or the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Applied Microsystems Corp /Wa/)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Parent shall direct its transfer agent to issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock (and cash in lieu of any fractional shares pursuant to Section 2.1(a)1.6) as may be required pursuant to this Agreement; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Subthe Company, the either Surviving Corporation or the Paying Agent transfer agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue or cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereofthereof in form reasonably satisfactory to Acquiror, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock as may be required pursuant to Section 2.1(a)1.5; ----------- provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubAcquiror, the Surviving Corporation or the Paying Agent any of their agents with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Capsule Communications Inc De)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Acquiror or the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Natchez Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tsi International Software LTD)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate Certificates were converted pursuant to Section 2.1(a)converted; provided, however, that Parent Surviving Corporation may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Consideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McLaren Performance Technologies Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon (i) the making of an affidavit of that fact by the holder thereofthereof and (ii) compliance with the other procedures set forth in this Article II, the portion of the Aggregate applicable Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)2.1; provided, however, provided that Parent the Surviving Company may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Company or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central European Media Enterprises LTD)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion per share Consideration to be paid hereunder with respect to the shares of the Aggregate Merger Consideration into which the Shares formerly MP capital stock represented by such Certificate were converted Certificates pursuant to Section 2.1(a)Article 2 hereof; provided, however, that Parent Buyer may, in its reasonable discretion and as a condition precedent to the payment issuance of such Merger Considerationconsideration, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubBuyer, the Surviving Corporation or the Paying Exchange Agent against any claim that may be made with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue deliver in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into to which the Shares formerly represented by holder thereof would have been entitled upon the delivery of such Certificate were converted pursuant to Section 2.1(a)Certificate; provided, however, that Parent or the Payment Agent may, in its reasonable their sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Company or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, Buyer shall cause the Paying Agent shall to issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the such portion of the Aggregate Merger Transaction Consideration into which the Shares formerly represented by such Certificate were converted as may be required pursuant to Section 2.1(a)2.6 of this Agreement; provided, however, ,that Parent Buyer may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger ConsiderationPaying Agent’s issuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a an indemnity or bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or Buyer and/or the Paying Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and dividends, distributions and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)2.7; provided, however, that Parent Purchaser may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity and will indemnify it against any claim that may be made against Parent, Merger SubPurchaser, the Surviving Corporation or and/or the Paying Exchange Agent with respect to the Certificate Certificates alleged to have been lost, lost stolen or destroyed.
Appears in 1 contract
Samples: Agreement of Merger (Visijet Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for in lieu of such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concord Communications Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen stolen, or destroyed, the Paying Exchange Agent shall issue in exchange for such lostshall, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion issue in exchange for such shares of the Aggregate Merger Consideration into which the Shares formerly represented by Company Common Stock such Certificate were converted shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to Section 2.1(a)1.6; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen stolen, or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Corporation, or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telaxis Communications Corp)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Capital Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit in a form satisfactory to Parent, of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted amount, if any, as may be required pursuant to Section 2.1(a)1.6 hereof; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the Shareholder who is the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coachmen Industries Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Company Certificates or Company Warrants shall have been lost, stolen or destroyed, the Paying Agent Parent shall issue cause to be paid in exchange for such lost, stolen or destroyed Company Certificates or Company Warrants, upon the making of an affidavit of that fact by the holder thereof, the portion such payment of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted as may be required pursuant to Section 2.1(a)this ARTICLE I; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate Company Certificates or Company Warrants to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, Parent or the Surviving Corporation or the Paying Agent with respect to the Certificate Company Certificates or Company Warrants alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall Certificates have been lost, stolen or destroyed, the Paying Payment Agent shall will issue in exchange for such losttherefor, stolen or destroyed Certificates upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Per Share Price, Class B Per Share Price, or Class C Per Share Price payable in respect thereof pursuant to Section 2.1(a); provided, however, that 2.10. Each Parent Entity or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger ConsiderationPer Share Price, Class B Per Share Price, or Class C Per Share Price, as applicable, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum amount as it may reasonably direct as indemnity against any claim that may be made against Parentthe Parent Entities, Merger Subthe Surviving LLC, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent Acquiror shall issue or cause to be issued in exchange for such lost, stolen or destroyed Certificates Certificate, upon the making of an affidavit of that fact by the holder thereofthereof in form reasonably satisfactory to Acquiror, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Acquiror Common Stock as may be required pursuant to Section 2.1(a)1.5; provided, however, that Parent Acquiror may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubAcquiror, the Surviving Corporation or the Paying Agent any of their agents with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Covista Communications Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates evidencing shares of Company Common Stock shall have been lost, stolen or destroyed, the Paying Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion such shares of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted Parent Preferred Stock and cash for fractional shares, if any, as may be required pursuant to Section 2.1(a)1.7; provided, however, that Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation Parent or the Paying Exchange Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate certificates representing Common Stock or Preferred Stock shall have been lost, stolen or destroyed, the Paying Agent ASM shall issue in exchange for such lost, stolen or destroyed Certificates certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate thereof such Merger Consideration into which the Shares formerly represented by such Certificate were converted (and cash in lieu of fractional shares) as may be required pursuant to Section 2.1(a)Sections 2.4 and 2.6; provided, however, that Parent ASM may, in its reasonable discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of such lost, stolen or destroyed Certificate certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger SubASM, the Surviving Corporation or the Paying Escrow Agent with respect to the Certificate certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Asm International N V)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Payment Agent shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereofthereof (in form and substance reasonably satisfactory to the Surviving Corporation), the portion of the Aggregate Merger Consideration into which the Shares formerly represented by such Certificate were converted payable in respect thereof pursuant to Section 2.1(a)2.7; provided, however, provided that Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration, require the owner owners of such lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum customary amount as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Payment Agent with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Lost, Stolen or Destroyed Certificates. In the event that any Certificate Certificates shall have been lost, stolen or destroyed, the Paying Agent SynQuest shall issue in exchange for such lost, stolen or destroyed Certificates Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Aggregate Merger Consideration into which the Shares formerly represented by Person claiming such Certificate were converted to be lost, stolen or destroyed, such shares of SynQuest Common Stock or such cash as may be required pursuant to Section 2.1(a)Article II; provided, however, that Parent SynQuest may, in its reasonable sole discretion and as a condition precedent to the payment of such Merger Considerationissuance thereof, require the owner of Person claiming such Certificate to be lost, stolen or destroyed Certificate Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent SynQuest with respect to the Certificate Certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
