Common use of Loss of Certificates Clause in Contracts

Loss of Certificates. In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser pursuant to ‎Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Company Shares, or make available for pick up at its offices, the Purchaser Shares such former holder is entitled to receive in respect of such Company Shares pursuant to ‎Section 3.1 together with any distributions or dividends which such holder is entitled to receive pursuant to ‎Section 5.2 and less, in each case, any amounts withheld pursuant to ‎Section 5.8. When authorizing such delivery in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares shall, as a condition precedent to the delivery of Purchaser Shares, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Company, the Purchaser and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Appears in 5 contracts

Sources: Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Yerbae Brands Corp.)

Loss of Certificates. In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser pursuant to ‎Section Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Company Shares, or make available for pick up at its offices, the Purchaser Subordinate Voting Shares such former holder is entitled to receive in respect of such Company Shares pursuant to ‎Section Section 3.1 together with any distributions or dividends which such holder is entitled to receive pursuant to ‎Section Section 5.2 and less, in each case, any amounts withheld pursuant to ‎Section Section 5.8. When authorizing such delivery in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares shall, as a condition precedent to the delivery of Purchaser Subordinate Voting Shares, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Company, the Purchaser and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Appears in 3 contracts

Sources: Arrangement Agreement (Trulieve Cannabis Corp.), Arrangement Agreement (Harvest Health & Recreation Inc.), Arrangement Agreement

Loss of Certificates. In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser pursuant to ‎Section Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Company Shares, or make available for pick up at its offices, the Purchaser Shares such former holder is entitled to receive in respect of such Company Shares pursuant to ‎Section Section 3.1 together with any distributions or dividends which such holder is entitled to receive pursuant to ‎Section Section 5.2 and less, in each case, any amounts withheld pursuant to ‎Section Section 5.8. When authorizing such delivery in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares shall, as a condition precedent to the delivery of Purchaser Shares, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Company, the Purchaser and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Appears in 1 contract

Sources: Arrangement Agreement (Verano Holdings Corp.)

Loss of Certificates. In the event any certificate which immediately prior to the Effective Time represented any one or more outstanding Company Common Shares that were acquired by the Purchaser pursuant to ‎Section 3.1 Section 3.1(c)(i) has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Common Shares, the Depositary will, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Company Shares, or make available for pick up at its offices, Common Shares the Purchaser Shares Cash Consideration and/or Share Consideration such former holder is entitled to receive in respect of such Company Common Shares pursuant to ‎Section 3.1 Section 3.1(c)(i) together with any distributions or dividends which such holder is entitled to receive pursuant to ‎Section Section 5.2 and less, in each case, any amounts withheld pursuant to ‎Section 5.8Section 5.6. When authorizing such delivery payment in relation to any lost, stolen or destroyed certificate, the former holder of such Company Common Shares shallwill, as a condition precedent to the delivery of Purchaser Sharesthereof, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Company, the Purchaser Purchaser, the Parent and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Appears in 1 contract

Sources: Arrangement Agreement (Radiant Logistics, Inc)