Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Mentor Corp /Mn/), Agreement and Plan of Merger (Johnson & Johnson)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Somanetics Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Paying Agent, the posting by such person of a bond bond, in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoamount of cash to which the holders thereof are entitled pursuant to Section 2.5.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (Tupperware Corp), Agreement and Plan of Merger (Verio Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Ceradyne Inc), Agreement and Plan of Merger (Lasercard Corp), Agreement and Plan of Merger (Cogent, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc), Agreement and Plan of Merger (Keynote Systems Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required requested by ParentParent or the Exchange Agent, the posting by such person Person of a bond in such reasonable 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 Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Op Tech Environmental Services Inc), Agreement and Plan of Merger (Dusa Pharmaceuticals Inc), Agreement and Plan of Merger (Fsi International Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration, any cash in lieu of fractional shares and any dividends and distributions on the Certificate the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Homefed Corp), Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Solarcity Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this Article II.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parentthe Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretothereof pursuant to this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Virtu Financial, Inc.), Agreement and Plan of Merger (Investment Technology Group, Inc.), Agreement and Plan of Merger (Ocwen Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to this Article II.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Independent Brewers United, Inc.), Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (Cardinal Health Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Article II.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc)
Lost Certificates. If any Certificate shall have been lost, stolen 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 ParentParent or the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as Parent or the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoConsideration, without any interest thereon.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Leapnet Inc), Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co)
Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by ParentAcquiror, the posting by such person Person of a bond in such reasonable amount as Parent Acquiror may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration with respect theretoto the Shares formerly represented thereby, pursuant to this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (VeriChip CORP), Agreement and Plan of Reorganization (Digital Angel Corp)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person 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 such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate to which such person is entitled pursuant hereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Chalone Wine Group LTD), Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Huneeus Vintners LLC)
Lost Certificates. If any Certificate shall will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Paying Agent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Seagen Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.), Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoshares of Parent Common Stock and/or any cash.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (At&t Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required reasonably requested by Parent, the posting by such person of a bond in such reasonable and customary amount as Parent may direct reasonably request as indemnity against any claim that may be made against it it, the Surviving Entity or the Exchange Agent with respect to such Certificate, Parent shall cause the Paying Exchange Agent shall deliver to issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration Consideration, in accordance with respect theretothe terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Dollar Thrifty Automotive Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Temple Inland Inc), Agreement and Plan of Merger (Temple Inland Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by ParentParent or the Exchange Agent in their respective discretion, the posting by such person Person of a bond bond, in such reasonable amount as Parent or the Exchange Agent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration, without any interest thereon.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Primedex Health Systems Inc), Agreement and Plan of Merger (Aviall Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with in respect theretothereof pursuant to the provisions of this Article 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed in form and substance acceptable to Parent and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretoof the shares of Company Common Stock represented by such Certificate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required requested by ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Surmodics Inc), Agreement and Plan of Merger (CoLucid Pharmaceuticals, Inc.), Agreement and Plan of Merger (Datalink Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teleflex Medical Inc), Agreement and Plan of Merger (C&d Technologies Inc), Agreement and Plan of Merger (Teleflex Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Parent) of that fact by the person claiming Person making such Certificate to be losta claim, stolen or destroyed and, if required by the Parent, the posting by such person Person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it or with respect to such Certificate, the Paying Agent shall deliver pay the Merger Consideration in exchange for respect of each Share represented by such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoCertificate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Buffets Holdings, Inc.), Agreement and Plan of Merger (Anteon International Corp), Agreement and Plan of Merger (Anteon International Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretoof the shares of Company Common Stock represented by such Certificate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Industrial Corp /De/), Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Textron Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Nimble Storage Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Initial Consideration with respect theretowithout any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration, without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Agreement and Plan of Merger (AveXis, Inc.), Agreement and Plan of Merger (Sapient Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the . The Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Caraco Pharmaceutical Laboratories LTD), Agreement and Plan of Merger (Caraco Pharmaceutical Laboratories LTD), Agreement and Plan of Merger (Odyssey Re Holdings Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond or surety in such reasonable a customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KSW Inc), Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)
Lost Certificates. If any Certificate shall will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable amount as Parent or the Paying Agent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.)
Lost Certificates. If In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lendingtree Inc), Agreement and Plan of Merger (Owosso Corp), Agreement and Plan of Merger (Usa Interactive)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Astellas Pharma Inc.), Agreement and Plan of Merger (Vicuron Pharmaceuticals Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (CTB International Corp), Agreement and Plan of Merger (Chemfirst Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed in the form required by the Paying Agent and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Guitar Center Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable customary amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Baxalta Inc), Agreement and Plan of Merger
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Parent) of that fact by the person claiming making such Certificate to be losta claim, stolen or destroyed and, if required by the Parent, the posting by such person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it or with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to SECTION 3.2.
Appears in 3 contracts
Samples: Acquisition Agreement (Lante Corp), Acquisition Agreement (Sbi & Co), Acquisition Agreement (Lante Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect thereto.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger (Bioclinica Inc), Agreement and Plan of Merger (Midas Inc), Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Paying Agent, the posting by such person of a bond in such reasonable amount as Parent or the Paying Agent reasonably may direct as indemnity against any claim that may be made against it with respect to such Certificatedirect, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretothereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Carramerica Realty Operating Partnership Lp), Agreement and Plan of Merger (Eop Operating LTD Partnership), Agreement and Plan of Merger (Eop Operating LTD Partnership)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for will pay to the holder of such lost, stolen or destroyed Certificate the applicable Certificate, such holder’s Merger Consideration with respect theretoConsideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Autonomy Corp PLC), Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Virage Inc)
Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Exchange Agent, the posting by such person of a bond in such reasonable amount sum as Parent may reasonably direct as indemnity against any claim that may be made against it Parent, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Span America Medical Systems Inc), Agreement and Plan of Merger (Dionex Corp /De), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit affidavit, in form and substance reasonably acceptable to Parent, 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 of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall deliver issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this Article III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Twitter, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (T/R Systems Inc), Agreement and Plan of Merger (Monarch Dental Corp), Agreement and Plan of Merger (Electronics for Imaging Inc)
Lost Certificates. If any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Galyans Trading Co Inc), Agreement and Plan of Merger (Dicks Sporting Goods Inc), Agreement and Plan of Merger (Galyans Trading Co Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration, without any interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sutron Corp), Agreement and Plan of Merger (Iris International Inc), Agreement and Plan of Merger (Health Grades Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vixel Corp), Agreement and Plan of Merger (Emulex Corp /De/), Noncompetition Agreement (Emulex Corp /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person 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 such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for will pay to the holder of such lost, stolen or destroyed Certificate the applicable Certificate, such holder's Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxwell Shoe Co Inc), Agreement and Plan of Merger (Jones Apparel Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Paying Agent, the posting by such person of a bond bond, in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall deliver in exchange will pay the Merger Consideration for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoCertificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MFN Financial Corp), Agreement and Plan of Merger (TFC Enterprises Inc)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person 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 such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate, to which they are entitled pursuant hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Premisys Communications Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver deliver, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration and Outstanding Dividends with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (Northwestern Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person execution and delivery of a bond an indemnity agreement, in such reasonable amount customary form as Parent may direct as indemnity reasonably direct, against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoand any amounts due pursuant to Section 1.12.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (Precision Castparts Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Share Exchange Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Lmi Aerospace Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the (and any posting by such person Person of a bond in such reasonable amount as Parent may direct determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate) by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent shall deliver shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arch Capital Group Ltd.), Agreement and Plan of Merger (Watford Holdings Ltd.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.), Agreement and Plan of Merger (Lawson Software, Inc.)
Lost Certificates. If any Certificate certificate for Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate certificate the applicable Merger Consideration and any Cash Payment with respect theretoto the Shares formerly represented thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florida Public Utilities Co), Agreement and Plan of Merger (Chesapeake Utilities Corp)
Lost Certificates. 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 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 amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with Consideration, without interest, to be paid in respect theretoof the shares of Company Common Stock represented by such Certificate as contemplated by this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person 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 such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (RPT Realty)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Physicians Capital Inc), Agreement and Plan of Merger (Scpie Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.), Agreement and Plan of Merger (Energy Conversion Devices Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed together with an indemnity reasonably acceptable to Parent and, if required by the Parent, the posting by such person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it with respect to on account of the alleged loss, theft or destruction of any such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Acquisition Agreement (Alloy Inc), Acquisition Agreement (Alloy Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if reasonably required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretoof the shares of Company Common Stock formerly represented thereby pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Niku Corp), Agreement and Plan of Merger (Computer Associates International Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ihop Corp), Agreement and Plan of Merger (Applebees International Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed in the form required by the Exchange Agent and, if reasonably required by Parent, the posting by such person Person of a bond bond, in such reasonable and customary amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Mines Management Inc)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person granting of a bond in such reasonable amount as an indemnity reasonably satisfactory to Parent may direct as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.such
Appears in 2 contracts
Samples: Agreement and Plan (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretoof the shares of Company Common Stock formerly represented thereby pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concord Communications Inc), Agreement and Plan of Merger (Computer Associates International Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the Certificate, applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock, cash in lieu of fractional shares and any amounts due pursuant to Section 1.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Antigenics Inc /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Easylink Services International Corp), Agreement and Plan of Merger (Open Text Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for respect of such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan (Avery Dennison Corporation), Agreement and Plan of Merger (Paxar Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the entering into of an indemnity and/or the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Advo Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with and, if applicable, any unpaid dividends or distributions on shares of Parent Common Stock deliverable in respect theretothereof, in each case pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American International Group Inc), Agreement and Plan of Merger (HSB Group Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration shares of Parent Common Stock and cash in accordance with respect theretothis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oec Compression Corp), Agreement and Plan of Merger (Hanover Compressor Co /)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable portion of the Closing Merger Consideration in accordance with respect theretothe terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (NWH Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ParentParent in its reasonable business judgment, the posting by such person execution of a bond in such reasonable amount as Parent may direct as an indemnity agreement against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver Parent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoParent Shares to which the holders thereof are entitled pursuant to Section 1.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Rimrock Gold Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Parent, the posting by such person Person of a bond in such reasonable and customary amount as the Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoto which the holder thereof is entitled pursuant to this ARTICLE II.
Appears in 2 contracts
Samples: Advisory Agreement, Advisory Agreement (American Realty Capital - Retail Centers of America, Inc.)
Lost Certificates. If In the event that any Certificate shall ----------------- have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person granting of a bond in such reasonable amount as an indemnity reasonably satisfactory to Parent may direct as indemnity against any claim that may be made against it it, the Surviving Corporation or the Depositary, with respect to such Certificate, the Paying Agent shall deliver Depositary will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate, to which such Person is entitled pursuant hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, and agreeing to indemnify Parent and the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity Exchange Agent against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid in respect theretoof the Shares formerly represented by such Certificate as contemplated under this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harvard Bioscience Inc), Agreement and Plan of Merger (Alliqua BioMedical, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable customary amount as Parent may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration or, if applicable, the Additional Per Share Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretowithout any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (JCC Holding Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond or surety in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it them with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Alpharma Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by ParentParent or the Paying Agent, the posting by such person Person of a bond in such reasonable and customary amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with payable in respect theretothereof, pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver pay, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with to be paid pursuant to this Agreement in respect theretoof the shares of Company Common Stock formerly represented by such Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it Parent with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact fact, in form and substance reasonably satisfactory to Parent, 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 amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to this Article III.
Appears in 2 contracts
Samples: Support and Tender Agreement (Bed Bath & Beyond Inc), Agreement and Plan of Merger (Cost Plus Inc/Ca/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Houghton Mifflin Co), Agreement and Plan of Merger (Vivendi Universal)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretothereto pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hawk Corp), Agreement and Plan of Merger (Carlisle Companies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for will pay to the holder of such lost, stolen or destroyed Certificate the applicable Certificate, such holder’s Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (Datawave Systems Inc)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parentthe Parent Corporation, the posting by such person of a bond in such reasonable amount as the Parent Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to Section 1.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primex Technologies Inc), Agreement and Plan of Merger (General Dynamics Corp)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver will pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Parent, the posting by such person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretopursuant to Section 2.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Lost Certificates. 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 Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parent, the posting by of such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall deliver shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay the applicable Merger Consideration with deliverable in respect theretothereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bottomline Technologies Inc), Agreement and Plan of Merger (Qlik Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or Parent, the posting by such person of a bond bond, in such reasonable amount as the Exchange Agent or Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoand Additional Payments, if any.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hain Celestial Group Inc), Agreement and Plan of Merger (Spectrum Organic Products Inc)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person granting of a bond in such reasonable amount as an indemnity reasonably satisfactory to Parent may direct as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Paying Agent shall deliver will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoto such Certificate, to which such Person is entitled pursuant hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Technical Olympic Usa Inc), Agreement and Plan of Merger (CDD Partners LTD Et Al)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent or Parent, the posting by such person Person of a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or Parent, as applicable, shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Snap One Holdings Corp.), Agreement and Plan of Merger (Resideo Technologies, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such a Certificate to be lost, stolen or destroyed and, if required by ParentParent or the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as Parent or the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent shall deliver pay in exchange for such respect of the lost, stolen or destroyed Certificate the applicable Merger Consideration with respect theretoConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metals USA Plates & Shapes Southcentral, Inc.), Agreement and Plan of Merger (Metals Usa Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it or its affiliates or agents with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration with respect theretoand any amounts due pursuant to Section 1.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ilex Oncology Inc), Agreement and Plan of Merger (Genzyme Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person Person of a bond bond, in such reasonable amount as Parent may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver issue, in exchange for such lost, stolen or destroyed Certificate, the consideration to be paid in respect of the Shares formerly represented by such Certificate the applicable Merger Consideration with respect theretoas contemplated under this ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Agreement and Plan of Merger (OncoCyte Corp)
