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 Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 4 contracts
Sources: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (New Beginnings 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 destroyeddestroyed (but in any case to not require the delivery of a bond), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.01(a).
Appears in 4 contracts
Sources: Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital 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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 3 contracts
Sources: Business Combination Agreement (Novus Capital Corp II), Business Combination Agreement (VectoIQ Acquisition Corp.), Business Combination Agreement (Tortoise 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 Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Common Stock Consideration or Per Share Preferred Stock Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 3 contracts
Sources: Business Combination Agreement (Insight Acquisition Corp. /DE), Business Combination Agreement (Insight Acquisition Corp. /DE), Business Combination Agreement (Insight Acquisition 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 Person claiming such Certificate to be lost, stolen stolen, or destroyeddestroyed and without the necessity to post a bond, the Exchange Agent will issue issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration that to be paid in respect of the shares of Company Common Stock formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this Article II.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Acreage 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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Closing Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01this Article III.
Appears in 3 contracts
Sources: Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Adara 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 destroyeddestroyed and, if required by the Company, the posting by such person of a bond, in 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, the applicable Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Consideration.
Appears in 3 contracts
Sources: Merger Agreement (Ezcorp Inc), Merger Agreement (Ezcorp Inc), Merger Agreement (Ezcorp Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate, the applicable Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 3 contracts
Sources: Business Combination Agreement (DHC Acquisition Corp.), Business Combination Agreement (DHC Acquisition Corp.), Business Combination Agreement (BioPlus Acquisition Corp.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed, and, to the extent required by the Exchange Agent, the posting by such Person of a bond in customary amount, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration, Fractional Share Consideration that and any distributions to which such holder is otherwise entitled pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Article III.
Appears in 2 contracts
Sources: Merger Agreement (Farmland Partners Inc.), Merger Agreement (American Farmland 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 Person claiming such Certificate to be lost, stolen or destroyeddestroyed and, if required by Holding Company, the posting by such Person of a bond, in such reasonable amount as Holding Company 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, Certificate the applicable aaiPharma Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.or
Appears in 2 contracts
Sources: Merger Agreement (Aaipharma Inc), Merger Agreement (Aaipharma 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, the Exchange Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate, the allocable Merger Consideration that to be paid in respect of the Common Shares formerly represented by such holder is otherwise entitled Certificate as contemplated under this Article IV, without any interest thereon but subject to receive pursuant to, and in accordance with, the provisions of Section 3.01.any applicable withholdings
Appears in 2 contracts
Sources: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Transaction Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.02.
Appears in 2 contracts
Sources: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose 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 Person claiming such Certificate to be lost, stolen or destroyeddestroyed and the posting of a bond to the reasonable satisfaction of the Company and the Exchange Agent, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled payable in respect thereof, pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Sunset Financial Resources Inc), Agreement and Plan of Merger (Sunset Financial Resources 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, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled payable in respect thereof, pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Geo Group Inc), Merger Agreement (CentraCore Properties Trust)
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, the Exchange Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that to be paid in respect of the shares of Common Stock formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this Article 2.
Appears in 2 contracts
Sources: Merger Agreement, 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, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.02.
Appears in 2 contracts
Sources: Business Combination Agreement (DD3 Acquisition Corp. II), Business Combination Agreement (CIIG Merger 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 Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01hereof.
Appears in 2 contracts
Sources: Business Combination Agreement (Decarbonization Plus Acquisition Corp III), Business Combination Agreement (Decarbonization Plus Acquisition Corp)
Lost Certificates. If any Company Certificate shall have been is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate, Company Certificate the Merger Consideration that such holder is otherwise entitled deliverable in respect thereof pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Xenogen Corp), Merger Agreement (Caliper Life Sciences Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Stock Consideration or Per Share Cash Consideration, as applicable, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.01 and Section 3.02(b).
Appears in 2 contracts
Sources: Business Combination Agreement (BTRS Holdings Inc.), Business Combination Agreement (South Mountain Merger 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 Person claiming such Certificate to be lost, stolen stolen, or destroyed, the Exchange Agent will issue issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration that to be paid in respect of the shares of Clinigence Common Stock formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this ARTICLE 3.
Appears in 2 contracts
Sources: Merger Agreement (iGambit, Inc.), Merger Agreement (iGambit, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Paying Agent will issue shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable Merger Consideration that such holder is otherwise entitled to receive pursuant to, and any dividends declared not in accordance with, the provisions violation of Section 3.014.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect thereto.
Appears in 1 contract
Lost Certificates. If In the case of any Certificate shall have that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyeddestroyed and, if required by Parent or the Exchange Agent, the posting by such person of an indemnity agreement with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled deliverable in respect thereof pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Fiserv Inc)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger applicable Aggregate Transaction Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (McAp 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 Person claiming such Certificate to be lost, stolen or destroyeddestroyed and an 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, the Per Share Merger Consideration that to be paid in respect of the shares of Company Common Stock formerly represented by such holder is otherwise entitled to receive pursuant toCertificate, and in accordance with, the provisions of as contemplated under this Article 2. ARTICLE 3 THE SURVIVING CORPORATION Section 3.01.
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, the Exchange Agent will issue shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled with respect to receive the securities formerly represented thereby pursuant to, and in accordance with, the provisions of Section 3.01to this Agreement.
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.01(a).
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.2(a)(i).
Appears in 1 contract
Sources: Business Combination Agreement (Athena Technology 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 destroyeddestroyed in form and substance satisfactory to the Exchange Agent, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Alvarium Shareholders Share Consideration, the Aggregate Voting Share Consideration, and the Aggregate Cash Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.03.
Appears in 1 contract
Sources: Business Combination Agreement (Cartesian Growth 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, the Exchange Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that to be paid in respect of the shares formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this Article 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 and related indemnity by the person claiming such Certificate to be lost, stolen or destroyeddestroyed (such affidavit and indemnity to be in form and substance reasonably satisfactory to the Purchaser and the Surviving Corporation but in any case to not require the delivery of a bond), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.1.
Appears in 1 contract
Lost Certificates. If any Certificate certificate representing Company Equity Securities or Blocker Securities shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificatecertificate, the Merger Consideration applicable consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.014.01.
Appears in 1 contract
Sources: Business Combination Agreement (TPG Pace Tech Opportunities 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 Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Transaction Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (Golden Arrow Merger 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 Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.01(b).
Appears in 1 contract
Sources: Business Combination Agreement (Berenson Acquisition Corp. I)
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 Person claiming such Certificate to be lost, stolen stolen, or destroyeddestroyed in a form reasonably acceptable to Parent, the Exchange Agent will issue issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration that to be paid in respect of the Shares formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this Article 2.
Appears in 1 contract
Sources: Merger Agreement (Globalstar, Inc.)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.1(a).
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 approval by the Company, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.2(a).
Appears in 1 contract
Sources: Business Combination Agreement (ShoulderUP Technology 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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.012.01(a) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.03(c).
Appears in 1 contract
Sources: Merger Agreement (Constellation Alpha Capital 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 destroyeddestroyed in form and substance satisfactory to the Exchange Agent, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Company Shareholder Consideration and the Cartesian Shareholder Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.013.03.
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (Spartan Energy 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 Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Stock Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (Insight Acquisition Corp. /DE)
Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact or an appropriate indemnity for lost share certificate by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (Union Acquisition Corp. II)
Lost Certificates. If In the case of any Certificate shall have that has 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 destroyeddestroyed 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, Certificate the Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Consideration.
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, the Exchange Disbursing Agent will issue pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed destroyed, the Per-Share Merger Consideration to be paid in respect of the Shares represented by such Certificate, the Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01as contemplated by this Article II.
Appears in 1 contract
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 Person claiming such Certificate to be lost, stolen stolen, or destroyed, the Exchange Agent will issue issue, in exchange for such lost, stolen stolen, or destroyed Certificate, the Merger Consideration that to be paid in respect of the shares of AHP Common Stock formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this ARTICLE 3.
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, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the applicable portion of the Merger Consideration that such holder is otherwise entitled deliverable in respect thereof pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Google 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 (who shall be the record owner of such Certificate) claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue shall deliver in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Article II.
Appears in 1 contract
Sources: Merger Agreement (Adams Respiratory Therapeutics, 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 destroyeddestroyed together with an indemnity in usual and customary form, the Exchange Agent will issue pay, in exchange for such lost, stolen or destroyed Certificate, the Final Merger Consideration that to be paid in respect of the Shares represented by such holder is otherwise entitled to receive pursuant toCertificate, and in accordance with, the provisions of as contemplated by this Section 3.012.
Appears in 1 contract
Sources: Merger Agreement (Systems & Computer Technology 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, the Exchange Paying Agent will issue issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that to be paid (without any interest thereon) in respect of the Shares formerly represented by such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01Certificate as contemplated under this Article II.
Appears in 1 contract
Sources: Merger Agreement (Research Pharmaceutical Services, Inc.)
Lost Certificates. If In the event any Certificate shall have has been lost, stolen or 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 Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Final Merger Consideration that such holder is otherwise entitled to receive pursuant to, and deliverable in respect thereof as determined in accordance with, the provisions of Section 3.01with this Article III.
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 destroyeddestroyed acceptable to the Exchange Agent, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Per Share Stock Consideration or Per Share Cash Consideration, as applicable, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.012.5 and Section 2.6(b).
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (DPCM Capital, 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 Person claiming such Certificate to be lost, stolen stolen, or destroyed, the Exchange Agent will issue deliver in exchange for such lost, stolen stolen, or destroyed Certificate, Certificate the applicable Merger Consideration that such holder is otherwise entitled with respect to receive pursuant to, and in accordance with, the provisions shares of Section 3.01Closing Date Fully Diluted Company Common Stock formerly represented thereby.
Appears in 1 contract
Sources: Merger Agreement (Opko Health, Inc.)
Lost Certificates. If any Certificate shall will 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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled payable in respect thereof, pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 1 contract
Sources: Merger Agreement (SoftBrands, 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 destroyeddestroyed and the giving of an appropriate indemnity by such Person, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled or Option Consideration, as applicable, deliverable in respect thereof pursuant to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01without any interest thereon.
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (PENSARE 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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Roth CH Acquisition v 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 Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Disbursing Agent will issue pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed Certificatedestroyed, the Merger Consideration that to be paid in respect of the Shares represented by such holder is otherwise entitled to receive pursuant toCertificate, and in accordance with, the provisions of Section 3.01as contemplated by this Article III.
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, the Exchange Agent will issue shall deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration Shares, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.012.2(g)(ii).
Appears in 1 contract
Sources: Business Combination Agreement (ExcelFin 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, the Exchange Agent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate, the applicable Per Unit Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Sources: Business Combination Agreement (Haymaker Acquisition Corp. 4)
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 Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Aggregate Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.
Appears in 1 contract
Lost Certificates. If any Certificate shall have has been lost, stolen stolen, defaced or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen stolen, defaced or destroyed, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration that such holder is otherwise entitled Certificate (subject to receive pursuant to, and in accordance with, the provisions of Section 3.013.2) the Merger Consideration with respect thereto without interest.
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, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, Certificate the Merger Consideration that such holder is otherwise entitled payable thereon pursuant to receive pursuant to, and Section 2.1(a) without any interest thereon (subject to any deduction for withholding Taxes required by applicable Law in accordance with, the provisions of with Section 3.012.3(g)).
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Sources: Merger Agreement (ZAGG Inc)