Common use of Lost, Stolen or Destroyed Certificates Clause in Contracts

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 14 contracts

Samples: Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Pacwest Bancorp)

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Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parentthe Surviving Corporation, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions cash that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate certificate representing shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate certificate been surrendered.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Summit Bancshares Inc /Tx/), Agreement and Plan of Merger (Cullen Frost Bankers Inc), Agreement and Plan of Merger (Byline Bancorp, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall Certificates will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate Certificate(s) to be lost, stolen or destroyed and, if required by Parent, the posting by such Person person of a bond in customary amount such sum as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such CertificateCertificate(s), the Exchange Agent will issue the Merger Consideration pursuant to Section 2.02(b) deliverable in exchange for respect of the Shares represented by such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedCertificates.

Appears in 5 contracts

Samples: Escrow Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc)

Lost, Stolen or Destroyed Certificates. In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond bond, in customary such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would Merger Consideration to be payable or deliverable paid in respect thereof pursuant to of the Common Units represented by such Certificate as contemplated by this Agreement had such lost, stolen or destroyed Certificate been surrenderedArticle II.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Copano Energy, L.L.C.), Agreement and Plan of Merger (PVR Partners, L. P.), Agreement and Plan of Merger (Kinder Morgan Energy Partners L P)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parentthe Exchange Agent, the posting by such Person person of a bond in customary such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or cash in lieu of fractional shares deliverable in respect thereof exchange therefor pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Citizens Banking Corp), Agreement and Plan of Merger (Citizens Banking Corp), Agreement and Plan of Merger (F&m Bancorporation Inc)

Lost, Stolen or Destroyed Certificates. In the event any -------------------------------------- Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, cash in lieu of fractional shares and any unpaid dividends or other distributions that would be payable or deliverable in respect thereof of the Shares represented by such Certificate pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (Ohm Corp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, and the posting by such Person of a bond in customary amount the form customarily required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, Parent will issue the shares of Parent Common Stock, and the Exchange Agent will issue any cash, dividends and other distributions in respect thereof issuable and/or payable in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Bellsouth Corp)

Lost, Stolen or Destroyed Certificates. In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person person of a bond in customary such reasonable amount as Parent may direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Paying Agent will issue shall issue, or pay or cause to be paid, in exchange for such lost, stolen or destroyed Certificate Certificate, the shares of Parent Common Stock Merger Consideration and any cashcash in lieu of fractional shares and any dividends and distributions on such Certificate, unpaid dividends or other distributions that would be payable or in each case deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Vivint Solar, Inc.)

Lost, Stolen or Destroyed Certificates. In the event 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 the Certificate to be lost, stolen or destroyed and, if required by Parent, and the posting by such that Person of a bond in customary amount the form customarily required by the Company as indemnity against any claim that may be made against it with respect to such Certificate, Parent will issue the shares of Parent Common Stock, and the Exchange Agent will issue any cash, dividends and other distributions in respect thereof issuable and/or payable in exchange for such the lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Black Hills Corp /Sd/), Agreement and Plan of Merger (Great Plains Energy Inc), Agreement and Plan of Merger

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if to the extent required by Parent, the posting by such Person of a bond in customary reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue and pay in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions Merger Consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedsurrendered as provided in this Article II.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp), Agreement and Plan of Merger (O Charleys Inc)

Lost, Stolen or Destroyed Certificates. In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit 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 required by ParentParent or the Paying Agent, the posting by such Person of a bond bond, in customary such reasonable amount as Parent or the Paying Agent may direct, as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be Merger Consideration payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (Hillenbrand, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such customary terms as may be required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions cash that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 2 contracts

Samples: Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock applicable Merger Consideration and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if to the extent customarily required by Parent, the posting by such Person of a bond in customary such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue shall pay in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions Merger Consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedsurrendered as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HealthSpring, Inc.), Agreement and Plan of Merger (Cigna Corp)

Lost, Stolen or Destroyed Certificates. In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent or the Parent, as the case may be, will issue deliver in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock Merger Consideration and any cash, unpaid dividends or other distributions in respect thereof that would be have been payable or deliverable in respect thereof pursuant to this Agreement had if such lost, stolen or destroyed Certificate been surrendered.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)

Lost, Stolen or Destroyed Certificates. In the event 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 required by Parent, the posting by such Person of a bond in customary such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate (which will not exceed the Transaction Consideration payable with respect to such Certificate), the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in applicable Transaction Consideration with respect thereof thereto pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (YuMe Inc), Guarantee and Collateral Agreement (RhythmOne PLC)

Lost, Stolen or Destroyed Certificates. In the event any Certificate representing Eligible Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FBR & Co.), Agreement and Plan of Merger (B. Riley Financial, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or and other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ParentPurchaser, the posting by such Person person of a bond in customary reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Purchaser Common Shares, the shares of Parent Common Stock Cash Consideration and any the cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedsurrendered as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RSC Holdings Inc.), Agreement and Plan of Merger (United Rentals Inc /De)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen stolen, or destroyed Certificate the shares of Parent Common Stock Merger Consideration and any cash, cash payable and any unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedSection 1.9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supervalu Inc), Agreement and Plan of Merger (Richfood Holdings Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate certificate representing shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person execution of a bond an indemnity and hold harmless agreement in customary amount as indemnity against form with respect to any claim that may be made against it Parent with respect to such Certificatecertificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate certificate been surrendered.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Partners Trust Financial Group Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ParentParent or the Exchange Agent, the posting by such Person of a bond in customary such reasonable amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or Merger Consideration deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (Trinity Capital Corp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by ParentAcquiror, the posting by such Person of a bond in customary and reasonable amount and upon such terms as may reasonably be required by Acquiror as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate cash in the shares of Parent Common Stock and any cash, unpaid dividends or other distributions amount that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saxon Capital Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Parent, the posting by such Person of a bond in customary and reasonable amount and upon such terms as may reasonably be required by the Parent or as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue pay in exchange for such lost, stolen or destroyed Certificate Certificate, cash in the shares of Parent Common Stock and any cash, unpaid dividends or other distributions amount that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PHH Corp)

Lost, Stolen or Destroyed Certificates. In the event any Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Stock Certificate, the Exchange Paying Agent will issue pay in exchange for such lost, stolen or destroyed Stock Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions Merger Consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Stock Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgar Online Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate representing Eligible Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and cash and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectra Energy Corp.)

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Lost, Stolen or Destroyed Certificates. In the event any Certificate certificate representing shares of Bank Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parentthe Paying Agent, the posting by such Person person of a bond in customary such amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and certificate any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement Plan had such lost, stolen or destroyed Certificate certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carver Bancorp Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that Amalgamation Consideration would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Amalgamation (Intelsat LTD)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable and customary amount as Parent or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any the cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement Section 1.1 had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MARRIOTT VACATIONS WORLDWIDE Corp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if to the extent required by Parent, the posting by such Person of a bond in customary reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue and pay in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions Merger Consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedsurrendered as provided in this ARTICLE II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (INC Research Holdings, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.. (g)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Mercantile Bancorp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions cash that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: And Restated Agreement and Plan of Merger (Archipelago Holdings Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock Stock, the cash portion of the Merger Consideration, and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Investors Bancorp, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, and the posting by such Person person of a bond in customary amount the form reasonably required by the Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares Merger Consideration payable under this Article 2 upon due surrender of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to of the Company Shares represented by such Certificate under this Agreement had such lostAgreement, stolen or destroyed Certificate been surrenderedin each case, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northstar Health Services Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock Shares and any cash, cash payable and any unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to SECTION 3.2(c) upon due surrender of and deliverable in respect of the Shares represented by such Certificate pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital Re Corp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate representing Shares (other than Excluded Shares) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and the posting of a security bond in form and substance acceptable to the Paying Agent by the Person claiming such Certificate to be lost, stolen or destroyed and, if and upon such terms as may be required by Parent, the posting by such Person of a bond in customary amount Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions cash that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if to the extent required by ParentPurchaser, the posting by such Person of a bond in customary reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue and pay in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions applicable Merger Consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.surrendered as provided in this Article I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alexanders J Corp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentHoldco, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Holdco Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Support and Lock Up Agreement (Archipelago Holdings Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parentthe Paying Agent, the posting by such Person person of a bond bond, in customary such reasonable amount as the Paying Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions cash that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jasmine Holdco LLC)

Lost, Stolen or Destroyed Certificates. In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person person of a bond in customary such reasonable amount as Parent may direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent will issue shall issue, or pay or cause to be paid, in exchange for such lost, stolen or destroyed Certificate Certificate, the shares of Parent Common Stock Merger Consideration and any cashcash in lieu of fractional shares and any dividends and distributions on such Certificate, unpaid dividends or other distributions that would be payable or in each case deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrenderedAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avedro Inc)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentMultiband, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock Multiband Shares and any cash, unpaid dividends or and other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Acquisition Agreement (Multiband Corp)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if to the extent reasonably required by Parent, the posting by such Person of a bond in customary reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue and pay in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions Merger Consideration that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.surrendered as provided in this ARTICLE I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J. Alexander's Holdings, Inc.)

Lost, Stolen or Destroyed Certificates. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such Person of a bond in customary and reasonable amount and upon such terms as may reasonably be required by Parent as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock Shares and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rait Investment Trust)

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