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 24 contracts
Sources: Merger Agreement (Paychex Inc), Agreement and Plan of Merger (Paycor Hcm, Inc.), Merger Agreement (NICE Ltd.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person 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 Shares represented by such Certificate, as contemplated by this Article 2Article.
Appears in 16 contracts
Sources: Merger Agreement (Gn Great Nordic LTD), Merger Agreement (Rj Reynolds Tobacco Holdings Inc), Merger Agreement (Flowers Industries Inc /Ga)
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 CorporationHoldings, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Holdings 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 or destroyed Certificate, the Merger Consideration to be paid delivered in respect of the shares of Company Stock Interests formerly represented by such Certificate, Certificate as contemplated by under this Article 2II.
Appears in 12 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group 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 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 Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 11 contracts
Sources: Merger Agreement (Juniper Networks Inc), Merger Agreement (Hewlett Packard Enterprise Co), Merger Agreement (Sovos Brands, 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 11 contracts
Sources: Merger Agreement (Tribune Publishing Co), Merger Agreement (Kla Tencor Corp), Merger Agreement (Playtex Products 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
Sources: Merger Agreement (CNH Industrial N.V.), Merger Agreement (Intl Fcstone Inc.), Merger Agreement (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 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
Sources: Merger Agreement (CERNER Corp), Merger Agreement, Merger Agreement (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
Sources: Merger Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Acme Packet Inc), Merger Agreement (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 the Surviving CorporationHoldings, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Holdings 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 or destroyed Certificate, the Merger Consideration to be paid delivered in respect of the shares of Company Stock Shares formerly represented by such Certificate, Certificate as contemplated by under this Article 2II.
Appears in 8 contracts
Sources: Merger Agreement (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Merger Agreement (AIRO Group Holdings, Inc.)
Lost Certificates. If any Certificate Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate Certificates 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 CertificateCertificates, the Exchange Paying Agent will issuepay, in exchange for such lost, stolen or destroyed CertificateCertificates, the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such CertificateCertificates, as contemplated by this Article 2II.
Appears in 8 contracts
Sources: Merger Agreement (ICC Holdings, Inc.), Merger Agreement (ICC Holdings, Inc.), Merger Agreement
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
Sources: Merger Agreement, Merger Agreement, Merger Agreement (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 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
Sources: Merger Agreement (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 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 6 contracts
Sources: Merger Agreement (Cantaloupe, Inc.), Merger Agreement (Cantaloupe, Inc.), Merger Agreement (Kraton 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 5 contracts
Sources: Merger Agreement (Sylvan Inc), Merger Agreement (V F Corp), Merger Agreement (Nautica Enterprises 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
Sources: Merger Agreement (Computational Systems Inc), Merger Agreement (Emerson Electric Co), Merger Agreement (Tandem Computers 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 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
Sources: Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Conmed Healthcare Management, 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
Sources: Merger Agreement (Cerecor Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.), Merger Agreement (Cerecor 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
Sources: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Merger Agreement (Pepsi Bottling Group Inc), Merger Agreement (Pepsico 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 CorporationExchange Agent, the posting by such Person 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.I.
Appears in 3 contracts
Sources: Merger Agreement (S3 Inc), Merger Agreement (Diamond Multimedia Systems Inc), Merger Agreement (Diamond Multimedia 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 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
Sources: Merger Agreement (Chase Corp), Merger Agreement (Chase Corp), Merger Agreement (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 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
Sources: Merger Agreement (Sokol David L), Merger Agreement (Washington Dennis R), Merger Agreement (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 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
Sources: Merger Agreement (Multilink Technology Corp), Merger Agreement (Netiq Corp), Merger Agreement (Webtrends 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 3 contracts
Sources: Merger Agreement (Formfactor Inc), Merger Agreement (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 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 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 2.
Appears in 3 contracts
Sources: Merger Agreement (Whittaker Corp), Agreement and Plan of Merger (Whittaker Corp), Merger Agreement (Meggit 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 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
Sources: Merger Agreement (Pulliam Myrta J), Merger Agreement (Gannett Co Inc /De/), Merger Agreement (Central Newspapers 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
Sources: Merger Agreement (Thayer Equity Investors Iii Lp), Merger Agreement (Saga Systems Inc /De/), Merger Agreement (Software Ag)
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
Sources: Merger Agreement (Jacuzzi Brands Inc), Merger Agreement (Sitel Corp), Merger Agreement (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 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
Sources: Merger Agreement (Pilgrims Pride Corp), Merger Agreement (Gold Kist Inc.), Merger Agreement (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 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
Sources: Merger Agreement (Symmetricom Inc), Merger Agreement (Datum Inc), Merger Agreement (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 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
Sources: Agreement and Plan of Merger (Enterprise Software Inc), Merger Agreement (Knot Inc), Merger Agreement (Enterprise Software Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an any 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 Share Consideration to be paid in respect of the shares of Company MBI Common Stock represented by such Certificate, Certificates as contemplated by this Article 2Article.
Appears in 2 contracts
Sources: Merger Agreement (Molecular Biosystems Inc), Merger Agreement (Palatin Technologies Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the 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
Sources: Merger Agreement (Snap Interactive, Inc), Merger Agreement (LiveXLive Media, Inc.)
Lost Certificates. If any Certificate certificate representing Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by 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 Certificatecertificate, the Exchange Disbursing Agent will issue, pay in exchange for such lost, stolen or destroyed Certificate, certificate the Merger Consideration to be paid in respect multiplied by the number of the shares of Company Common Stock represented by such Certificatecertificate, as contemplated by to which the holder thereof is entitled pursuant to this Article 2II.
Appears in 2 contracts
Sources: Merger Agreement (Ibp Inc), Merger Agreement (Foodbrands America 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
Sources: Merger Agreement (LVB Acquisition, Inc.), Merger Agreement (Zimmer 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 CorporationAmalgamated Company, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation Amalgamated Company 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 Amalgamation 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 2 contracts
Sources: Amalgamation Agreement (Flag Telecom Group LTD), Amalgamation Agreement (Flag Telecom Group LTD)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Certificate to be lost, stolen or destroyed and, if 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
Sources: Merger Agreement (United States Exploration Inc), Merger Agreement (United States Exploration 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 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
Sources: Merger Agreement (ALKALINE WATER Co INC), Merger Agreement
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
Sources: Merger Agreement (Mpower Holding Corp), Agreement and Plan of Merger (Mpower Holding 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
Sources: Merger Agreement (Isoray, Inc.), Merger Agreement (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 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 (less the Escrow Holdback) to be paid in respect of the shares of Company Stock Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Sources: Merger Agreement (Mercury Interactive Corp), Merger Agreement (Mercury Interactive Corporation)
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
Sources: Merger Agreement (Texaco Inc), Merger Agreement (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 CorporationParent, 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 CertificateCertificate and any dividends or other distributions and cash in lieu of fractional shares, as contemplated by this Article 2.
Appears in 2 contracts
Sources: Merger Agreement (RiskMetrics Group Inc), Merger Agreement (MSCI Inc.)
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
Sources: Merger Agreement (Powerdsine LTD), Merger Agreement (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 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 2Article.
Appears in 2 contracts
Sources: Merger Agreement (Hilton Hotels Corp), Merger Agreement (Promus Hotel Corp/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 have been 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 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 2 contracts
Sources: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 Shares represented by such Certificate, Certificate as contemplated by this Article 2.
Appears in 2 contracts
Sources: Merger Agreement (Roche Investments USA Inc.), Merger Agreement (Genentech 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, 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 2Article.
Appears in 2 contracts
Sources: Merger Agreement (Lucent Technologies Inc), Merger Agreement (Alcatel)
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 2.
Appears in 2 contracts
Sources: Merger Agreement (Chevrontexaco Corp), Merger Agreement (Unocal 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 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 2 contracts
Sources: Merger Agreement (Sotherly Hotels Lp), Merger Agreement (Sotherly Hotels Lp)
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
Sources: Acquisition Agreement (Kennedy Cabot Acquisition, LLC), Acquisition Agreement (Siebert Financial Corp)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such 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
Sources: Merger Agreement (V F Corp), Merger Agreement (Vans 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 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
Sources: Merger Agreement (Sonat Inc), Merger Agreement (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 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
Sources: Merger Agreement (Iron Acquisition Corp), Merger Agreement (Engelhard 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 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
Sources: Merger Agreement (Equinix Inc), Merger Agreement (Switch & Data Facilities Company, 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
Sources: Merger Agreement (Universal Compression Inc), Merger Agreement (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 2.. ARTICLE 3
Appears in 2 contracts
Sources: Merger Agreement (Computer Network Technology Corp), Merger Agreement (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
Sources: Agreement and Plan of Reorganization (Intracel Corp), Agreement and Plan of Reorganization (Intracel 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 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 Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Sources: Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or 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, issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Per Share Consideration to be paid in respect of the shares of Company Common Stock represented by such Certificate, Certificate as contemplated by this Article 23.
Appears in 2 contracts
Sources: Merger Agreement (Calix, Inc), Merger Agreement (Occam Networks 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, an agreement to indemnify the Surviving Corporation against any claim that may be made with respect to such Certificate (including, 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 Common Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 2 contracts
Sources: Merger Agreement (PGT Innovations, Inc.), Merger Agreement (Masonite 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 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 2 contracts
Sources: Merger Agreement (TrueCar, Inc.), Merger Agreement (Veritiv 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 2II.
Appears in 2 contracts
Sources: Merger Agreement (ChyronHego Corp), Merger Agreement (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 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
Sources: Merger Agreement (Avon Products Inc), Merger Agreement
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
Sources: Merger Agreement (Symmetricom 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 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 stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock or Company Preferred 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 Disbursing Agent will issuepay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration to be paid in respect of the shares of Company Stock Shares represented by such Certificate, as contemplated by this Article 2III.
Appears in 1 contract
Sources: Merger Agreement (Supervalu 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.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
Sources: Merger Agreement (Sajan Inc)
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
Sources: Merger Agreement (AtriCure, 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 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
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
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
Sources: Merger Agreement (Liberty 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 2Article.
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 entry by such Person into an indemnification agreement in form satisfactory to Parent, or 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 Payment Agent will issuepay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid Allocated Portion, if any, payable in respect of the shares of Company Stock represented evidenced by such Certificate, as contemplated by in accordance with the procedures set forth in this Article 2.
Appears in 1 contract
Sources: Merger Agreement (Affymetrix 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 Company or the Surviving Corporation, the posting by such Person of a bond, bond in such reasonable amount as the Company or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Surviving Corporation shall direct the Paying Agent will issue, to issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Per Share Merger Consideration to be paid payable in respect of the shares of Company Stock represented by such Certificate, as contemplated by thereby pursuant to this Article 2Agreement.
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 Shares represented by such Certificate, as contemplated by this Article 2.
Appears in 1 contract
Sources: Merger Agreement (Campbell Soup Co)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by 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
Sources: 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 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
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
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 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 formerly 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 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 Shares 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 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
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
Sources: Merger Agreement (Patriot Coal 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, 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 Paying Agent will issue, deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration with respect to be paid in respect of the shares of Company Preferred Stock represented by such Certificateor Company Common Stock, as contemplated by the case may be, formerly represented thereby, pursuant to this Article 2Agreement.
Appears in 1 contract
Sources: Merger Agreement (Deb Shops 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 Article 2.
Appears in 1 contract
Sources: Merger Agreement (Ruby Tuesday 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, an agreement to indemnify the Surviving Corporation against any claim that may be made with respect to such Certificate (including, 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 Common Shares 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 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
Sources: Merger Agreement (Barra Inc /Ca)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person 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
Sources: 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
Sources: 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 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
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
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 CertificateCommon Shares, as contemplated by this Article 2II.
Appears in 1 contract
Sources: Merger Agreement (Centerplate, 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 2Article.
Appears in 1 contract
Sources: Merger Agreement (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 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
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
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
Sources: Merger Agreement (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 (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
Sources: Merger Agreement (INFOSONICS 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 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 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 2Article.
Appears in 1 contract
Sources: Merger Agreement (Novell 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 Company or the Surviving Corporation, the posting by such Person person of a bond, bond in such reasonable amount as the Company or the Surviving Corporation may direct, direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Surviving Corporation shall direct the Paying Agent will issue, to issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Per Share Merger Consideration to be paid payable in respect of the shares of Company Stock represented by such Certificate, as contemplated by thereby pursuant to this Article 2Agreement.
Appears in 1 contract
Sources: Merger Agreement (VWR Funding, 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 Aspen Stock represented by such Certificate, as contemplated by this Article 22.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Emerson Electric Co)