VRSN » Topics » CERTIFICATES

This excerpt taken from the VRSN 10-K filed Mar 3, 2009.

CERTIFICATES

 

4.1 Certificates

 

From and after the Effective Time, until surrendered as contemplated by Section 2.4, each certificate formerly representing Shares that, under the Arrangement, were transferred or deemed to be transferred to the Acquiror in return for cash pursuant to Section 2.2, shall represent and be deemed, at all times after the Effective Time, to represent only the right to receive upon such surrender the applicable amount per Share specified in Section 2.2(2) or Section 2.2(5) of this Plan of Arrangement. From and after the Effective Time, each Option referred to in Section 2.2(3) and any evidence thereof shall be deemed, at all times after the Effective Time, to represent only the right to receive the applicable Option Consideration specified in Section 2.2(3) of this Plan of Arrangement.

 

4.2 Lost Certificates

 

In the event that any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that was sold and transferred to the Acquiror pursuant to Section 2.2 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 Depository will pay such Person the cash that such Person would have been entitled to had such share certificate not been lost, stolen or destroyed. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom cash is to be paid shall, at the sole discretion of the Acquiror, give a bond satisfactory to the Acquiror in such sum as the Acquiror may direct or otherwise indemnify the Depository and the Acquiror in a manner satisfactory to each of them against any claim that may be made against the Depository or the Acquiror with respect to the certificate alleged to have been lost, stolen or destroyed.

 

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