Common use of Lost Certificates Clause in Contracts

Lost Certificates. Upon the making of an affidavit that any Certificate has been lost, stolen or destroyed by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificate.

Lost Certificates. Upon If any Certificate has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such that a Certificate to be has been lost, stolen or destroyed and, if required by the Exchange AgentParent, the posting by such Person of a bond bond, in customary such reasonable amount as 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 deliver to such Person in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable proper amount of the Merger Consideration represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lostand unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof, stolen or destroyed Certificatein each case pursuant to this Agreement.

Lost Certificates. Upon If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond in customary 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 applicable Merger Consideration represented by such lostConsideration, stolen or destroyed Certificatein accordance with the provisions of this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by (but in any case to not require the Exchange Agent, the posting by such Person delivery of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatebond), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Per Share Merger Consideration represented by that such lostholder is otherwise entitled to receive pursuant to, stolen or destroyed Certificateand in accordance with, the provisions of Section 3.01(a).

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation or Parent, the posting by such Person person of a bond bond, in customary such reasonable amount as the Surviving Corporation or 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 applicable Merger Consideration represented by such lostand Additional Payments, stolen or destroyed Certificateif any.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed andand agreeing to indemnify, if required by in such reasonable and customary form as Topco or the Exchange AgentAgent may direct, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue shall, in exchange for such lost, stolen or destroyed Certificate Certificate, issue the applicable Merger Consideration represented by such lostdeliverable in respect thereof pursuant to this Agreement, stolen or destroyed Certificatewithout the requirement for any bond.

Lost Certificates. Upon If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen stolen, or destroyed and, if required by and without the Exchange Agent, the posting by such Person of necessity to post a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatebond, the Exchange Agent will issue issue, in exchange for such lost, stolen stolen, or destroyed Certificate Certificate, the applicable Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such lost, stolen or destroyed CertificateCertificate as contemplated under this Article II.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond bond, in customary 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 represented by such lostConsideration, stolen or destroyed Certificatewithout any interest thereon.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person provision of a bond in customary amount as an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the applicable aggregate Merger Consideration with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed Certificatethereby.

Lost Certificates. Upon the making of an affidavit that If any Certificate has been lost, stolen or destroyed 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 Exchange AgentSurviving Corporation, the posting by such Person person of a bond bond, in customary 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 represented by such lost, stolen or destroyed CertificateDelivered Items.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentCompany, the posting by such Person person of a bond bond, in customary such reasonable amount as the 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 Certificate, the applicable Merger Consideration represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by the Exchange AgentParent, the posting by such Person of a bond in customary such amount as the Surviving Corporation may reasonably 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 Certificate, the applicable Merger Consideration represented by such lostpayable in respect thereof, stolen or destroyed Certificatepursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary 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 represented by such lostdeliverable in respect thereof, stolen or destroyed Certificatepursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Per Share Closing Merger Consideration represented by that such lostholder is otherwise entitled to receive pursuant to, stolen or destroyed Certificateand in accordance with, the provisions of this Article III.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by and the providing of such security or indemnity as the Exchange Agent, Agent deems necessary to save and hold the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such CertificateCompany and Buyer harmless, the Exchange Agent will issue shall pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration payable in exchange for the shares of Company Common Stock represented by such lost, stolen or destroyed Certificatethereby.

Lost Certificates. Upon In the making case of an affidavit that any Certificate that has been lost, stolen or destroyed destroyed, upon the delivery of a Letter of Transmittal and the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by and the Exchange Agent, the posting provision by such Person of a bond in customary amount as an indemnity against any claim that may be made against it with respect to such CertificateCertificate and the posting of a bond (in an amount and form acceptable to Purchaser), the Exchange Agent will issue shall pay and deliver in exchange for such lost, stolen or destroyed Certificate the applicable portion of the Merger Consideration represented by such lost, stolen or destroyed Certificatepursuant to Section 3.2(b).

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation or Parent, the posting by such Person person of a bond bond, in customary such reasonable amount as the Surviving Corporation or Parent may direct, as indemnity against any claim that may be made against it them with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lostand Additional Payments, stolen or destroyed Certificateif any.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by and the posting of a bond to the reasonable satisfaction of the Company and the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lostpayable in respect thereof, stolen or destroyed Certificatepursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed in the form required by the Exchange Agent and, if required by the Exchange AgentParent, the posting by such Person of a bond bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatewithout any interest thereon.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond bond, in customary 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 Certificate, the applicable Merger Consideration represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon the making of an affidavit that any Certificate has been lost, stolen or destroyed by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Consideration in the applicable Merger Consideration represented amount required by such lost, stolen or destroyed Certificatethis Article II.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary 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 pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatepayable in respect thereof pursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond bond, in customary 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 represented by such lostand Additional Payments, stolen or destroyed Certificateif any.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond bond, in customary 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 represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon the making of an affidavit that For any Certificate that has been lost, stolen or destroyed 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 in the Exchange Agentsole discretion of the Surviving Corporation, the posting by such Person person of a bond in customary 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 the applicable Merger Consideration in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificate.

Lost Certificates. Upon the making of an affidavit that If any Certificate has been lost, stolen or destroyed destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Company) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed andthe Company will cause to be issued, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable portion of the Merger Consideration represented as contemplated by such lost, stolen or destroyed Certificatethis Article II.

Lost Certificates. Upon In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Entity, the posting by such Person of a bond in customary amount as an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent Liquidating Trust will issue issue, in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatepayable pursuant to this Article IV.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond in customary 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 deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed Certificatethereby.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by and the Exchange Agent, the posting giving of an appropriate indemnity by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such CertificatePerson, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lostor Option Consideration, stolen or destroyed Certificateas applicable, deliverable in respect thereof pursuant to this Agreement.

Lost Certificates. Upon the making of an affidavit that If any Certificate has shall have been lost, stolen or destroyed destroyed, upon the making of an af- fidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation or Parent, the posting by such Person person of a bond bond, in customary such reasonable amount as the Surviving Corporation or 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 applicable Merger Closing Consideration represented by such lostand Additional Payments, stolen or destroyed Certificateif any.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond in customary such reasonable amount as the Surviving Corporation may require as indemnity against any 11 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 represented by such lost, stolen or destroyed Certificatepayable in respect thereof pursuant to this Agreement.

Lost Certificates. Upon If any Certificate has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that any fact by the Person claiming that Certificate has been lost, stolen or destroyed by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agentdestroyed, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable proper amount of the Merger Consideration represented by Consideration. The Surviving Corporation shall have the right to require the posting of a bond or other indemnity in connection with any such lost, stolen or destroyed Certificateaffidavit.

Lost Certificates. Upon In the making case of an affidavit that any Certificate that has been lost, stolen or destroyed destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary 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 deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificate.with respect to the

Lost Certificates. Upon the making of an affidavit that If any Certificate has been lost, stolen or destroyed destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if required by including indemnification of the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it Company with respect to such damages arising out of the lost Certificate, the Exchange Agent will issue Company shall, in exchange for such lost, stolen or destroyed Certificate Certificate, pay to the applicable Merger Consideration represented by Person entitled thereto the amount due to such lost, stolen or destroyed CertificatePerson pursuant to the provisions of this ARTICLE III.

Lost Certificates. Upon If any Certificate has been or has claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that any fact by the person claiming that Certificate has been lost, stolen or destroyed by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentParent, the posting by such Person of a bond bond, in customary such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Exchange Agent Surviving Corporation will issue deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable proper amount of the Merger Consideration represented as contemplated by such lost, stolen or destroyed Certificatethis Section 1.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation or Parent, the posting by such Person person of a bond bond, in customary such reasonable amount as the Surviving Corporation or 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 applicable Merger Closing Consideration represented by such lostand Additional Payments, stolen or destroyed Certificateif any.

Lost Certificates. Upon the making of an affidavit that If any Certificate has been lost, stolen stolen, defaced or destroyed destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen stolen, defaced or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary such amount as the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it or Parent with respect to such Certificate, the Exchange Paying Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatewith respect thereto without interest.

Lost Certificates. Upon If any Certificate has been or has claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that any fact by the person claiming that Certificate has been lost, stolen or destroyed by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentParent, the posting by such Person of a bond bond, in customary such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such that Certificate, the Exchange Agent Surviving Corporation will issue deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable proper amount of the Merger Consideration represented as contemplated by such lost, stolen or destroyed Certificatethis Article 3.

Lost Certificates. Upon In the making of an affidavit that event any Certificate has been lost, stolen or destroyed destroyed, upon the making of an affidavit of that fact and a customary indemnification of the Company and the Buyer in a form reasonably satisfactory to the Buyer by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Final Merger Consideration represented by such lost, stolen or destroyed Certificatedeliverable in respect thereof as determined in accordance with this Article III.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed destroyed, and, if required by Parent or the Exchange AgentAgent in their respective discretion, the posting by such Person person of a bond bond, in customary such reasonable amount as Parent or the Exchange Agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lostConsideration, stolen or destroyed Certificatewithout any interest thereon.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary 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 represented by such lostConsideration, stolen or destroyed Certificatedeliverable in respect thereof, pursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond in customary 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 deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed Certificate.thereby. 4.9

Lost Certificates. Upon the making of an affidavit that If any Certificate has been lost, stolen or destroyed destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity and an agreement to indemnify Buyer 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 Per Share Merger Consideration represented by such lost, stolen or destroyed CertificateCertificate as contemplated by this Article.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by deliverable in respect thereof determined in accordance with this Article II; provided, however, that Parent or the Exchange Agent may require the delivery of a reasonable indemnity or bond against any claim that may be made against the Surviving Entity with respect to such lost, stolen Certificate or destroyed Certificateownership thereof.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or ----------------- destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary 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 Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatepursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond bond, in customary 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 represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it EarthLink, Surviving Corporation or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatepursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person provision of a bond in customary amount as an indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate the applicable Per Share Merger Consideration with respect to the shares of Company Stock formerly represented by such lost, stolen or destroyed Certificatethereby.

Lost Certificates. Upon If any Certificate has been or is ----------------- claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that any fact by the Person claiming that Certificate has been lost, stolen or destroyed by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agentdestroyed, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable proper amount of the Merger Consideration represented by Consideration. The Surviving Corporation shall have the right to require the posting of a bond or other indemnity in connection with any such lost, stolen or destroyed Certificateaffidavit.

Lost Certificates. Upon In the making case of an affidavit that any Certificate that has been lost, stolen or destroyed destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim 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 amount of the Share Consideration for the Shares (assuming they are not Dissenting Shares) represented by such lost, stolen or destroyed Certificate.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificatedestroyed, the Exchange Agent will issue shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatepursuant to this Article II.

Lost Certificates. Upon If any Certificate has been or is claimed to ----------------- have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such that a Certificate to be has been lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond bond, in customary such reasonable amount as 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 deliver in exchange for such lost, stolen or destroyed Certificate Certificate, the applicable proper amount of the Merger Consideration represented by such lost, stolen or destroyed CertificateConsideration.

Lost Certificates. Upon In the event that any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit attesting to that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate certificate to be lost, stolen or destroyed anddestroyed, if required by the Exchange Agent, the posting by such Person of a bond in customary amount as which shall include an indemnity against any claim that may be made against it the Acquiror Company or the Surviving Corporation with respect to such Certificatecertificate (a “Lost Certificate Affidavit”), the Exchange Agent Acquiror Company will issue in exchange for such lost, stolen or destroyed Certificate deliver the applicable Merger Consideration represented by to which such lost, stolen or destroyed CertificatePerson is entitled in respect of such certificate.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person of a bond in customary 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 deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented by such lost, stolen or destroyed Certificatethereby.

Lost Certificates. Upon In the making case of an affidavit that any Certificate that has been lost, stolen or destroyed destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such Person person of a bond in customary amount as an indemnity against any claim that may be made against it agreement with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration represented by such lost, stolen or destroyed Certificatedeliverable in respect thereof pursuant to this Agreement.

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond in customary 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 represented by such lost, stolen or destroyed Certificatecash to which they are entitled pursuant to Section 2.02(a).

Lost Certificates. Upon If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that any Certificate has been lost, stolen or destroyed fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange AgentSurviving Corporation, the posting by such Person person of a bond bond, in customary 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 Certificate, the applicable Merger Consideration represented by such lostConsideration, stolen or destroyed Certificatewithout any interest thereon.