Lost Certificates. If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificate.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Greenhill & Co Inc), Agreement and Plan of Merger, Agreement and Plan of Merger
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Philip Morris Companies Inc), Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Merger (Catherines Stores Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced stolen or destroyed CertificateCertificate the Merger Consideration.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Viewlocity Inc), Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De), Agreement and Plan of Merger (Cherokee International Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Sovos Brands, Inc.)
Lost Certificates. If any Certificate shall has been or is claimed to have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such that a Certificate to be has been lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will deliver in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate, the proper amount of the Merger Consideration.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Services Inc), Agreement and Plan of Merger (Koll Donald M), Agreement and Plan of Merger (Koll Donald M)
Lost Certificates. If any Certificate shall has been or is claimed to have ----------------- been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such that a Certificate to be has been lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will deliver in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate, the proper amount of the Merger Consideration.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Fs Equity Partners Iii Lp), Agreement and Plan of Merger (Wardlaw William M), Agreement and Plan of Merger (Cbre Holding Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 3.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sonic Financial Corp), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (Foundation Medicine, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificatepursuant to this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Westfield America Management LTD), Agreement and Plan of Merger (General Electric Capital Corp), Agreement and Plan of Merger (Minolta Investments Co)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration payable in respect of such lostthereof, stolen, defaced or destroyed Certificatepursuant to this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Price Legacy Corp), Agreement and Plan of Merger (Planetout Inc)
Lost Certificates. If any Certificate Certificates shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate Certificates to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such CertificateCertificates, the Paying Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificates, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificates, stolen, defaced or destroyed Certificateas contemplated by this Article II.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alleghany Corp /De), Agreement and Plan of Merger (Precision Castparts Corp)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such person granting of a bond in such amount as the Surviving Corporation may direct as an indemnity reasonably satisfactory to Parent against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent, with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in with respect of to such lostCertificate, stolen, defaced or destroyed Certificateto which such Person is entitled pursuant hereto.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (U S Laboratories Inc), Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Vlsi Technology Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate.Certificate the Parent Shares to which the holder thereof is entitled pursuant to this Article I.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harmonic Inc), Amended And (C Cube Microsystems Inc De), Agreement and Plan of Reorganization (C Cube Microsystems Inc/De)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or the Surviving Corporationdestroyed, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil Corp), Stockholder Agreement (Wiser Oil Co)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 3.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (Sodexho Marriott Services Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Buyer or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as Buyer or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration issue in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the cash deliverable in respect thereof pursuant to this Article.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Norfolk Southern Corp), Agreement and Plan of Merger (CSX Corp), Execution Copy (Delaware Otsego Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as 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 will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 4 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (North Face Inc), Agreement and Plan of Merger (Sequoia Acquisition Inc)
Lost Certificates. If In the event that any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporationwill issue, as the case may be, shall pay the Merger Consideration in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate, the Per Common Share Amount payable pursuant to this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Herbst Gaming Inc), Agreement and Plan of Merger (Apria Healthcare Group Inc), Agreement and Plan of Merger (Peregrine Systems Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity by such person against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will deliver in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the applicable Merger Consideration with respect to the Shares formerly represented thereby, pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Penny Lane Partners L P), Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc), Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced ----------------- stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall will pay the Merger Consideration in respect accordance with the terms of the Offer to the registered owner of such lost, stolen, defaced or destroyed CertificateShares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Advanced Logic Research Inc), Agreement and Plan of Merger (Gateway 2000 Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Buyer shall cause the Exchange Agent to issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration deliverable in respect of such lost, stolen, defaced or destroyed Certificatethereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Infospace Inc), Agreement and Plan of Merger (Epresence Inc), Agreement and Plan of Merger (Infospace Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC), Agreement and Plan of Merger (Whittaker Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Surviving Corporation or the Surviving CorporationPaying Agent, the posting by such person of a bond in such amount as the Surviving Corporation or the Paying Agent reasonably may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the Company Common Stock Merger Consideration payable in respect thereof pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificate.to which the holder thereof is entitled pursuant to this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BHC Communications Inc), Agreement and Plan of Merger (Chris Craft Industries Inc), Agreement and Plan of Merger (United Television Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct reasonably direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Shares represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated by this ARTICLE IV.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Athlon Energy Inc.), Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Priceline Group Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the payment of any reasonable fees, and the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificate.to which the holder thereof is entitled pursuant to this Article I.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vicinity Corp), Offer Agreement (Earthlink Inc), Offer Agreement (Peoplepc Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct 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 Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Company Shares represented by such lost, stolen, defaced or destroyed Certificate.Certificate as contemplated by this Article I.
Appears in 3 contracts
Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (S3 Inc), Agreement and Plan (Diamond Multimedia Systems Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed in such form as Parent may reasonably require and, if required by Parent 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 Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the payment deliverable in respect thereof pursuant to this Agreement. SECTION 2.09.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Magellan Health Services Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced ----------------- stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation 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 will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Company Shares represented by such lost, stolen, defaced or destroyed Certificate.Certificate as contemplated by this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inference Corp /Ca/), Agreement and Plan of Merger (Inference Corp /Ca/)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such the Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such person that Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Shares represented by such lost, stolen, defaced or destroyed Certificate.Certificates as contemplated by this Article 1A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Standard Co), Agreement and Plan of Merger (Ns Acquisition Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolenstolen or destroyed, defaced or destroyed the completion of the letter of transmittal by such Person and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS Caremark Corp), Agreement and Plan of Merger (Longs Drug Stores Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond or guarantee in such reasonable amount as the Surviving Corporation may direct require as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificatepayable pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Technology Industries Inc), Warrant Agreement (Advanced Technology Industries Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationAmalgamated Company, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Amalgamated Company may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or destroyed Certificate, the Surviving Corporation, as the case may be, shall pay the Merger Amalgamation Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Flag Telecom Group LTD), Agreement and Plan of Amalgamation (Flag Telecom Group LTD)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will deliver in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the applicable Merger Consideration with respect to the Shares formerly represented thereby, pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stockwalk Com Group Inc), Agreement and Plan of Merger (Kinnard Investments Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Shares represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcatel), Agreement and Plan of Merger (Lucent Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration (less the Escrow Holdback) to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Agreement and Plan of Merger (Mercury Interactive Corporation)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationAcquirer, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Acquirer may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Surviving Corporation, as the case may be, shall pay the Per Share Merger Consideration to be paid in respect of the Shares formerly represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated under this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct in conformity with the Exchange Agent’s customary market practices, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avocent Corp), Agreement and Plan of Merger (Emerson Electric Co)
Lost Certificates. If In the event any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making and delivery of an affidavit (in form and substance satisfactory to the Surviving Corporation) of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration deliverable in respect of such lost, stolen, defaced or destroyed Certificatethereof pursuant to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such person 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 Exchange Agent will issue, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares formerly represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated under this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person Person claiming such the Certificate to be lost, stolen, defaced or destroyed and, if required by Purchaser or the Surviving Corporation, the posting by such person that Person of a bond bond, in such reasonable amount as Purchaser 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 or the Surviving Corporation, as the case may be, shall pay the Merger Consideration issue in respect of exchange for such lost, stolen, defaced or destroyed CertificateCertificate the Merger Consideration to be paid in respect of the shares represented by such Certificate as contemplated by this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genentech Inc), Agreement and Plan of Merger (Roche Investments USA Inc.)
Lost Certificates. If In the event any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Company or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Company or the Surviving Corporation Corporation, as the case may be, may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration issue in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate.Certificate the amount to which such person is entitled pursuant to this Agreement. ARTICLE IV
Appears in 2 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (Ameriwood Industries International Corp), Agreement and Plan of Merger (Horizon Acquisition Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the Merger Consider ation to which the holder thereof is entitled pursuant to this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Richton International Corp), Agreement and Plan of Merger (FRS Capital Co LLC)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct 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 Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of OLYMPIC Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Montauk Financial Corp), Voting Agreement (Olympic Cascade Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as is customarily required by Parent and the Surviving Corporation may direct Exchange Agent as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fedex Corp), Agreement and Plan of Merger (American Freightways Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationXXXXXXX XX, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation XXXXXXX XX may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall will pay the Merger Consideration in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the REIT Merger Consideration to which the holder thereof is entitled pursuant to this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.), Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationHoldings, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Holdings may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares formerly represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated under this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct (but consistent with past practice of the Company), as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate.Certificate the DuPont Shares to which the holder thereof is entitled pursuant to this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Hi Bred International Inc), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced stolen or destroyed CertificateCertificate the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliant Resources Inc), Agreement and Plan of Merger (Orion Power Holdings Inc)
Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced or destroyed holder thereof and, if required by the Surviving Corporation, the posting by such person Person of a bond in such customary or reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of will exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate an amount of cash equal to the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (FGX International Holdings LTD)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person recordholder claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or the Surviving Corporationdestroyed, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bush Boake Allen Inc), Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hilton Hotels Corp), Agreement and Plan of Merger (Promus Hotel Corp/De/)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolenstolen or destroyed, defaced or destroyed the completion of the letter of transmittal by such Person and, if reasonably required by the Surviving CorporationExchange Agent, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct request, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Catapult Communications Corp)
Lost Certificates. If any Certificate shall have has been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 or the Surviving Corporation, as the case may be, shall will pay the Merger Consideration in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate, cash, in an amount equal to the product of (x) the number of Company Shares represented by such Certificate and (y) the Merger Consideration, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agency Com LTD), Agreement and Plan of Merger (Seneca Investments LLC)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an any affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Surviving Corporation, as the case may be, shall pay the Merger Share Consideration to be paid in respect of the MBI Common Stock represented by such lost, stolen, defaced or destroyed CertificateCertificates as contemplated by this Article.
Appears in 2 contracts
Samples: Employment Agreement (Palatin Technologies Inc), Employment Agreement (Molecular Biosystems Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificateto which the holder thereof is entitled pursuant to this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Credit Property Trust II Inc), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct reasonably direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Merged Share represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Section 10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Mercantile Bankshares Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Company Common Shares represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated by this Article IV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Entity may direct direct, as indemnity against any claim that may be made against it the Surviving Entity with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate to such Person, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ultra Clean Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as 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 or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced stolen or destroyed CertificateCertificate the Merger Consideration to which the holder thereof is entitled pursuant to SECTION 3.01(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hidary Group Acquisitions, LLC)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificate.as contemplated by this Article 2. Table of Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transkaryotic Therapies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced ----------------- stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as 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 will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it Acquiror, Surviving Corporation or the Exchange Agent with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificatepursuant to this Agreement.
Appears in 1 contract
Lost Certificates. If Subject to Section 3.5(e) hereof, if any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration deliverable in respect of such lost, stolen, defaced or destroyed Certificatethereof pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Site Sourcing Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as and providing for indemnity against any claim that may be made against it with the Exchange Agent, Parent or Surviving Corporation (each in form reasonably acceptable to Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect to of the shares of Company Common Stock represented by such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificatecontemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as 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 issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of due to such lost, stolen, defaced or destroyed Certificateperson pursuant to this Agreement.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable and customary amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of such lostCompany Common Shares, stolen, defaced or destroyed Certificateas contemplated by this Article II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificateto which the holder thereof is entitled pursuant to this Article II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or the Surviving Corporationdestroyed, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificate.as contemplated by this Article. ARTICLE III
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Prima Energy Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced ----------------- stolen or destroyed, upon the making of an affidavit of that fact by the person recordholder claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or the Surviving Corporationdestroyed, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Parent or one of the Surviving CorporationCorporations, the posting by such person of a bond in such reasonable amount as the Parent or such Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate.Certificate the shares of Parent Common Stock 13
Appears in 1 contract
Lost Certificates. If For any Certificate shall have that has been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by in the sole discretion of the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay will issue the Merger Consideration in respect exchange for the shares of Company Common Stock represented by such lost, stolen, defaced stolen or destroyed Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castle Bancgroup Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or the Surviving Corporationdestroyed, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article.
Appears in 1 contract
Lost Certificates. If any Certificate certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person holder claiming such Certificate certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person holder of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed certificate the Merger Consideration to be paid in respect of the Shares represented by such lost, stolen, defaced or destroyed Certificatecertificate as contemplated by this Article. SECTION 1.07.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 3.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by Parent or the Surviving CorporationEntity, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Entity may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration to be paid in respect of the Company Common Shares represented by such lost, stolen, defaced or destroyed CertificateCertificate as contemplated by this Article IV.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate.Certificate the ADSs to which the holder thereof is entitled pursuant to this Article I.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationHXXXXXX XX, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation HXXXXXX XX may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificateto which the holder thereof is entitled pursuant to this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Exchange Agent or the Surviving CorporationBank, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Bank may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Bank Share represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Section 3.09.
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Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a an indemnity bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it direct, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to such Certificatethe Total Shares formerly represented thereby, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration and any unpaid dividends and distributions on Xxxxxx Shares deliverable in respect of such lostthereof, stolen, defaced or destroyed Certificatepursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Interactive Inc)
Lost Certificates. If any Certificate certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Agent or the Surviving Corporation, as the case may be, shall will pay the Merger Consideration in respect accordance with the terms of the Offer to the registered owner of such lost, stolen, defaced or destroyed CertificateShares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aegis Acquisition Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration in will make payment pursuant to this Article 4 with respect of to such lost, stolen, defaced or destroyed Certificate.
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Lost Certificates. If any Certificate certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person holder claiming such Certificate certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person holder of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent will issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed certificate the Merger Consideration to be paid in respect of the Shares represented by such lost, stolen, defaced or destroyed Certificatecertificate as contemplated by this Article.
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Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond bond, in such reasonable amount as 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 or the Surviving Corporation, as the case may be, Parent shall pay the Merger Consideration issue in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificate, the Merger Consideration.
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Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, ; the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in with respect to the shares of such lost, stolen, defaced or destroyed CertificateHCIA Common Stock formerly represented thereby.
Appears in 1 contract
Samples: Exhibit 99 (Hcia Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 will pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Common Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article II.
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Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving CorporationBank, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation Bank may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will issue, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Bank Share represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Section 3.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Company or the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Company or the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation shall direct the Paying Agent to issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration payable in respect of such lost, stolen, defaced or destroyed Certificatethereof pursuant to this Agreement.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Leiner Health Services Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the consideration payable (subject to Section 2.02(h)) in respect thereof pursuant to this Agreement.
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Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable and customary amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such the Certificate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration deliver in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the applicable Merger Price with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marketing Services Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, ; the posting by such person of a bond in such amount as the Surviving Corporation LLC may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall issue in exchange for such lost, stolen or the Surviving Corporation, as the case may be, shall pay destroyed Certificate the Merger Consideration in with respect to the shares of such lost, stolen, defaced or destroyed CertificateHCIA Common Stock formerly represented thereby.
Appears in 1 contract
Samples: And Restated Agreement (Hcia Inc)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Paying Agent or the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as 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 pay, in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sears Hometown & Outlet Stores, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or the Surviving Corporationdestroyed, as the case may be, shall pay the Merger Consideration to be paid in respect of the Shares represented by such lostCertificate, stolen, defaced or destroyed Certificateas contemplated by this Article III.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will deliver in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Finance Corp of America)
Lost Certificates. If any Certificate shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Exchange Agent shall deliver in exchange for such lost, stolen or the Surviving Corporationdestroyed Certificate, as the case may be, shall pay the Merger Consideration in respect of such lost, stolen, defaced or destroyed Certificatepursuant to this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.)
Lost Certificates. If any Certificate certificate representing any Shares shall have been lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person holder thereof claiming such Certificate certificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person holder of a bond bond, in such reasonable amount as the Surviving Corporation may direct direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Paying Exchange Agent or the Surviving Corporationwill pay, as the case may be, shall pay the Merger Consideration in respect of exchange for such lost, stolen, defaced stolen or destroyed Certificatecertificate, cash in an amount equal to the Per Share Amount multiplied by the number of Shares represented by such certificate, as contemplated by this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burns International Services Corp)
Lost Certificates. If any Certificate shall have been is lost, stolen, defaced stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate Cer tificate to be lost, stolen, defaced stolen or destroyed and, if required by the Surviving Corporation, the posting by such person Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such CertificateCertifi cate, the Paying Agent or the Surviving Corporation, as the case may be, shall pay the Merger Consideration will issue in respect of exchange for such lost, stolen, defaced stolen or destroyed CertificateCertificate the Merger Consid eration, in accordance with the provisions of this Agreement.
Appears in 1 contract
