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

Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and (ii) the execution and delivery to the Paying Agent or Parent by such Person of an indemnity agreement in form and substance reasonably acceptable to the Paying Agent or Parent, as applicable, Parent shall, subject to Section 3.1(a) and Section 3.1(b), issue or cause the Paying Agent to issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation or the Paying Agent in accordance with Section 3.1(a) and Section 3.1(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vir Biotechnology, Inc.)

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Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and (ii) the execution and delivery to the Paying Agent or Parent by such Person of an indemnity agreement in favor of the Surviving Corporation in customary form and substance as reasonably acceptable to determined by Buyer, the Paying Exchange Agent or Parent, as applicable, Parent shall, subject to Section 3.1(a) and Section 3.1(b), issue or cause the Paying Agent to shall issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 this Agreement, had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation or the Paying Agent in accordance with Section 3.1(a) and Section 3.1(b)Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HASCO Medical, Inc.)

Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and (ii) the execution and delivery to the Paying Agent or Parent Surviving Corporation by such Person of an indemnity agreement in customary form and substance reasonably acceptable to the Paying Agent or Parent, as applicablesubstance, Parent or the Surviving Corporation shall, subject to Section 3.1(a) and Section 3.1(b), issue or cause the Paying Agent to issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation pursuant to Section 2.6(b), Section 2.6(c), Section 2.6(d) or the Paying Agent in accordance with Section 3.1(a) and 2.7, as such amounts may be adjusted pursuant to Section 3.1(b)2.8.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kellwood Co)

Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and destroyed, (ii) the execution and delivery to the Paying Agent or Parent Surviving Corporation by such Person of an indemnity agreement in form and substance reasonably acceptable to the Paying Agent or Parent, as applicableSurviving Corporation and (iii) delivery of a duly executed Letter of Transmittal, Parent or the Surviving Corporation shall, subject to Section 3.1(a) and Section 3.1(b2.9(a), issue or cause the Paying Agent to issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation or the Paying Agent in accordance with pursuant to Section 3.1(a) and Section 3.1(b2.6(b).

Appears in 1 contract

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

Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and (ii) the execution and delivery to the Paying Exchange Agent or Parent by such Person of an a bond of indemnity agreement in form and substance reasonably acceptable satisfactory to Parent and the Paying Exchange Agent or Parentas indemnity against any claim that may be made against them with respect to such Company Certificate, as applicable, Parent the Exchange Agent shall, subject to Section 3.1(a) and Section 3.1(b), issue or cause the Paying Agent to issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation or the Paying Exchange Agent pursuant to Section 3.1(c), subject to withholding (if any) in accordance with Section 3.1(a) and Section 3.1(b)3.4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shire PLC)

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Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (ia) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and destroyed, (iib) the execution and delivery to the Paying Agent or Parent Surviving Entity by such Person of an indemnity agreement in customary form and substance and (c) the posting by such Person of a bond in such amount as the Surviving Entity may reasonably acceptable to direct, the Paying Exchange Agent or Parent, as applicable, Parent shall, subject to Section 3.1(a) and Section 3.1(b), issue or cause the Paying Agent to issueshall pay, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation or the Paying Exchange Agent in accordance with pursuant to Section 3.1(a) and Section 3.1(b)3.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genpact LTD)

Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and (ii) the execution and delivery to the Paying Agent or Parent Surviving Corporation by such Person of an indemnity agreement in customary form and substance reasonably acceptable to substance, Buyer or the Paying Agent or Parent, as applicable, Parent Surviving Corporation shall, subject to Section 3.1(a) and Section 3.1(b1.09(a), issue or cause the Paying Agent to issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation pursuant to Section 1.06 or the Paying Agent in accordance with Section 3.1(a) and 1.07, as such amounts may be adjusted pursuant to Section 3.1(b)1.08.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vonage Holdings Corp)

Lost, Stolen or Destroyed Company Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and (ii) the execution and delivery to the Paying Agent or Parent Surviving Corporation by such Person of an indemnity agreement in customary form and substance reasonably acceptable to the Paying Agent or Parent, as applicablesubstance, Parent or the Surviving Corporation shall, subject to Section 3.1(a) and Section 3.1(b2.9(a), issue or cause the Paying Agent to issue, in exchange for such lost, stolen or destroyed Company Certificate, the amount of cash, without interest, that such Person would have been entitled to receive pursuant to Section 3.1 had such Person surrendered such lost, stolen or destroyed Company Certificate to the Surviving Corporation or the Paying Agent in accordance with pursuant to Section 3.1(a) and Section 3.1(b)2.6.

Appears in 1 contract

Samples: Development and Option Agreement (Viropharma Inc)

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