The receiving bank or trust company under the merger, or the consolidated corporation, may require the return of the original certificate held by each stockholder in either of the merging corporations or in either of the consolidating corporations, unless the certificate or certificates have been lost or destroyed, and shall cancel the original certificates and issue in lieu thereof new certificate or certificates for such number of its own shares as the stockholders may be entitled to receive under the agreement providing for the merger or for the consolidation and according to the terms and conditions contained in the agreement for the merger or consolidation; provided, that if the original certificate or certificates are lost or destroyed, then, before issuance of new certificate or certificates in lieu thereof, the loss or destruction shall be proved by affidavit or otherwise to the satisfaction of the board of directors of the receiving or consolidated corporation, and indemnity satisfactory to the board shall be given.
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