Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (NICE Ltd.), Agreement and Plan of Merger (Ultratech Inc), Agreement and Plan of Merger (Veeco Instruments Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (CNH Industrial N.V.), Agreement and Plan of Merger (Intl Fcstone Inc.), Agreement and Plan of Merger (Chemtura CORP)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Tribune Publishing Co), Agreement and Plan of Merger (Ipsco Inc), Agreement and Plan of Merger (Kla Tencor Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by under this Article 2ARTICLE 3.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (CERNER Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Netsuite Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated by under this Article 2.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Acme Packet Inc), Agreement and Plan of Merger (Eloqua, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or 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 Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, Certificate as contemplated by this Article 2II.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Occidental Petroleum Corp /De/), Agreement and Plan of Merger (Anadarko Petroleum Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such CertificateCertificate and any dividends or distributions with respect thereto pursuant to Section 2.03(f), as contemplated by this Article 2.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Comcast Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Paying Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, as contemplated by this Article 2II.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (MTC Technologies Inc), Agreement and Plan of Merger (Lamson & Sessions Co), Agreement and Plan of Merger (BAE Systems, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, Certificates as contemplated by this Article 2Article.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Tandem Computers Inc /De/)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen 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 Exchange Agent IES will issue, issue in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, Certificates as contemplated by this Article 2.I.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Integrated Electrical Services Inc), Agreement and Plan of Merger (Integrated Electrical Services Inc), Agreement and Plan of Merger (Integrated Electrical Services Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kraton Corp), Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.), Agreement and Plan of Merger (Quantenna Communications Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by Parent or the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2ARTICLE II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may directreasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationEntity, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Entity may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pepsi Bottling Group Inc), Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Pepsiamericas Inc/Il/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pilgrims Pride Corp), Agreement and Plan of Merger (Gold Kist Inc.), Agreement and Plan of Merger (Gold Kist Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2Article.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Software Ag), Agreement and Plan of Merger (Thayer Equity Investors Iii Lp), Agreement and Plan of Merger (Saga Systems Inc /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Lydall Inc /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2Article.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Pulliam Myrta J), Agreement and Plan of Merger (Gannett Co Inc /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, Certificate as contemplated by this Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Datum Inc), Agreement and Plan of Merger (Truetime Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jacuzzi Brands Inc), Agreement and Plan of Merger (Sitel Corp), Agreement and Plan of Merger (PFC Acquisition Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration and any dividends or distributions pursuant to Section 2.03(f) to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2Article.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Multilink Technology Corp), Agreement and Plan of Merger (Webtrends Corp), Agreement and Plan of Merger (Netiq Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock Common Shares represented by such Certificate, as contemplated by this Article ARTICLE 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Atlas Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Knot Inc), Agreement and Plan of Merger (Enterprise Software Inc), Agreement and Plan of Merger (Enterprise Software Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or 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 Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, Certificate as contemplated by this Article 2IV (including any cash payable in respect of such shares in lieu of fractional shares in accordance with Section 4.3 and any dividends or distributions payable in accordance with Section 4.2(h)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LVB Acquisition, Inc.), Agreement and Plan of Merger (Zimmer Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person WEUS claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by the Surviving Corporation, the posting by such Person WEUS 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 Exchange Agent Parent will issue, issue in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, Certificates as contemplated by this Article 2.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Universal Compression Inc), Agreement and Plan of Merger (Universal Compression Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ChyronHego Corp), Agreement and Plan of Merger (ChyronHego Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Engelhard Corp), Agreement and Plan of Merger (Iron Acquisition Corp)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen 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 Exchange Agent Parent will issue, issue in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, Certificates as contemplated by this Article 2.I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonat Inc), Agreement and Plan of Merger (Zilkha Michael)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporationsurviving corporation, the posting by such Person person of a bond, in such reasonable amount as the Surviving Corporation surviving corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Exploration Inc), Transition Services Agreement (United States Exploration Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or 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 Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, Certificate as contemplated by this Article 21.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texaco Inc), Agreement and Plan of Merger (Chevron Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, but not more than $100, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Formfactor Inc), Agreement and Plan of Merger (Formfactor Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationBuyer, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Merger Consideration to be paid in respect of the shares of Company Stock Common Shares formerly represented by such Certificate, Certificate as contemplated by under this Article 2ARTICLE II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, Parent shall direct the Exchange Agent will to issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.), Agreement and Plan of Merger (Equinix Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationHoldCo, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation HoldCo may direct, as indemnity against any claim that may be made against it them with respect to such Certificate, the Exchange Agent or HoldCo, as applicable, will issueissue or pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Mergers (Avon Products Inc), Agreement and Plan of Mergers
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as Parent or the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, Certificate as contemplated by this Article 2.
Appears in 2 contracts
Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.. ARTICLE 3
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Network Technology Corp), Agreement and Plan of Merger (McData Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by of 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 Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, Certificates as contemplated by this Article 2Article.
Appears in 2 contracts
Samples: Shareholders Agreement (Intracel Corp), Agreement and Plan of Reorganization (Intracel Corp)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by the Surviving CorporationAcquirer, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Acquirer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration Exchange Shares to be paid in respect of the shares of Target Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Isoray, Inc.), Agreement and Plan of Merger (Isoray, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such that Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such that Person of a bond, in such any reasonable amount as that the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Exchange Agent will issue, in exchange for such that lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such that Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Vans Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationBuyer, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent Buyer will issuecause to be issued, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2II.
Appears in 2 contracts
Samples: Acquisition Agreement (Kennedy Cabot Acquisition, LLC), Acquisition Agreement (Siebert Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of the Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ALKALINE WATER Co INC), Agreement and Plan of Merger
Lost Certificates. If any Company Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Company Share Certificate to be lost, 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 Company Share Certificate, the Exchange Agent will issue, Holding shall issue in exchange for such lost, stolen or destroyed Company Share Certificate, the applicable Merger Consideration to be paid in respect which such person is entitled pursuant to the provisions of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mpower Holding Corp), Agreement and Plan of Merger (Mpower Holding Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an appropriate affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it the Exchange Agent, Parent or the Surviving Company with respect to such Certificate, the Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock Ordinary Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Powerdsine LTD), Agreement and Plan of Merger (Microsemi Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Exchange Agent, the posting by such Person of a bond, in such customary and reasonable amount as the Surviving Corporation or the Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Consideration, to be paid in respect of the shares of Company Stock Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Paying Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premiere Global Services, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such customary form and reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2ARTICLE II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uqm Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Surviving Corporation, and 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2Article.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Aircraft Investors)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Paying Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inter Tel (Delaware), Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed (the “Lost Certificate Affidavit”) 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2.. Table of Contents
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Aspen Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Aspen Stock represented by such Certificate, as contemplated by this Article 22.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, Certificate as contemplated by this Article 21.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sensory Science Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issuedeliver, in exchange for such lost, stolen or destroyed Certificate, the portion of the Merger Consideration to be paid due in respect of the shares of Company Capital Stock represented evidenced by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Callidus Software Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent Company will issue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by set forth in, and subject to, the provisions of this Article 2Agreement, including Section 2.02(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Michaels Companies, Inc.)
Lost Certificates. If any Certificate shall have been lost, ----------------- stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Parent or the Surviving Corporation with respect to such Certificate, the Exchange Paying Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.II. ----------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pure Resources Ii Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2ARTICLE II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2Article.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mission Critical Software Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent Depositary will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Binc Acquisition Corp)
Lost Certificates. If any Certificate shall have been ----------------- lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Data Holdings PLC)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationPaying Agent or by Parent, the posting by such Person of a bond, 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 Certificate, the Exchange Paying Agent will issue, shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triple-S Management Corp)
Lost Certificates. If any Company Stock Certificate shall have ----------------- been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Company Stock Certificate to be lost, 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 Company Stock Certificate, the Exchange Agent will issue, Parent shall issue in exchange for such lost, stolen or destroyed Company Stock Certificate, the applicable Merger Consideration to be paid in respect which such person is entitled pursuant to the provisions of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Newport Corp
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCorporation or the Exchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation or the Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation or Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumos Networks Corp.)
Lost Certificates. If any Company Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Company Share Certificate to be lost, 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 Company Share Certificate, the Exchange Agent will issue, Parent shall issue in exchange for such lost, stolen or destroyed Company Share Certificate, the Merger Consideration applicable cash amount to be paid in respect which such person is entitled pursuant to the provisions of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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, Certificate the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock or Company Restricted Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Raven Industries Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Medeor Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issueshall pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AssetMark Financial Holdings, Inc.)
Lost Certificates. If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may directreasonably require, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Globecomm Systems Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, (ii) if reasonably required by the Surviving Corporation, the posting by such Person execution of a bond, in such reasonable amount as the Surviving Corporation may direct, as written indemnity agreement providing contractual indemnification (without bond or other security) against any claim that may be made against it the Surviving Corporation with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2Article.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Restaurant Associates Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, but not more than $100, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Consideration to be paid in respect of the shares of Company Stock represented by such CONFIDENTIAL TREATMENT REQUESTED Certificate, as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Company Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Company Share Certificate to be lost, 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 Company Share Certificate, the Exchange Agent will issue, Parent shall pay in exchange for such lost, stolen or destroyed Company Share Certificate, the applicable Merger Consideration to be paid in respect which such person is entitled pursuant to the provisions of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationCompany, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Common Stock to be paid issued in respect of the shares of Company Class B Common Stock represented by such Certificate, as contemplated by this Article 21.
Appears in 1 contract
Samples: Recapitalization Agreement (Commonwealth Telephone Enterprises Inc /New/)
Lost Certificates. If any Certificate certificate representing Company Capital Stock shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate certificate to be lost, stolen stolen, or destroyed and, if required by the Surviving CorporationParent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent will issue, in exchange for such lost, stolen stolen, or destroyed Certificatecertificate, the Closing Merger Consideration to be paid in respect of the shares of Company Capital Stock formerly represented by such Certificate, certificate as contemplated by under this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, as contemplated by this Article 2IV.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationBuyer, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Buyer may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate as contemplated by under this Article 2II.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock or Series D Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Navistar International Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving CorporationExchange Agent, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Exchange Agent may direct, as indemnity against any claim that may be made against it it, the Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue, issue in exchange Table of Contents for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, Certificate as contemplated by this Article 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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 Exchange Agent will will, subject to Section 2.4, issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article ARTICLE 2.
Appears in 1 contract
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the Exchange Agent or the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Milacron Holdings Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, 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 Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Uniti Common Stock represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
