**Exhibit 2.1****AGREEMENT AND PLAN OF MERGER**     This AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2005 (this “Agreement”), is enteredinto by and among UCBH Holdings, Inc., a Delaware corporation registered under the Bank HoldingCompany Act of 1956, as amended (“Buyer”), UCBH Merger Sub, Inc., a California corporation and awholly owned subsidiary of Buyer (“Merger Sub”), and Pacifica Bancorp, Inc., a Washingtoncorporation registered under the Bank Holding Company Act of 1956, as amended (the “Company”).     WHEREAS, the Boards of Directors of Buyer, Merger Sub and the Company have determined that itis in the best interests of their respective companies and their stockholders to consummate thebusiness combination transaction provided for herein in which the Company will, subject to theterms and conditions set forth herein, merge with and into Merger Sub, with Merger Sub being thesurviving entity (the “Merger”);     WHEREAS, it is contemplated that the business combination contemplated herein shall beimmediately followed by a merger of Company’s banking subsidiary, Pacifica Bank (the “Bank”), withand into Buyer’s bank subsidiary, United Commercial Bank (“UCB”), as provided for in agreements insubstantially the form attached hereto as Exhibits A and B; and     WHEREAS, the parties desire to make certain representations, warranties and agreements inconnection with the Merger and also to prescribe certain conditions to the Merger.     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties andagreements contained herein, and intending to be legally bound hereby, the parties agree asfollows:**ARTICLE I****THE MERGER**     1.1 Definitions. The defined terms used in this Agreement have the meanings set forthon Appendix I hereto.     1.2 The Merger. Subject to the terms and conditions of this Agreement, in accordancewith applicable provisions of the WBCA, the CFC and the CGCL, at the Effective Time, the Companyshall merge with and into Merger Sub. Merger Sub shall be the surviving corporation (hereinaftersometimes called the “Surviving Corporation”) in the Merger and shall continue its corporateexistence under the laws of the State of California. The name of the Surviving Corporation shallbe “UCBH Merger Sub, Inc.” Upon consummation of the Merger, the separate corporate existence ofthe Company shall terminate.     1.3 Closing; Effective Time.          (a) Closing. Subject to the terms and conditions of this Agreement, the closing ofthe Merger (the “Closing”) will take place at 10:00 a.m. on the fifth (5th) business day after thesatisfaction or waiver (subject to applicable law) of the latest to occur of the conditions setforth in Article VIII hereof (other than those conditions which relate to actions to be taken at
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the Closing) (the “Closing Date”), at the offices of Squire, Sanders & Dempsey L.L.P., OneMaritime Plaza, Suite 300, San Francisco, California 94111-3492 unless another time, date or placeis agreed to in writing by the parties hereto. The Closing Date shall not take place betweenSeptember 1, 2005 and October 6, 2005.          (b) Effective Time. Subject to the provisions of this Agreement, an agreement ofmerger complying with Section 1101 of the CGCL and Section 23B.11.070 of the WBCA (the “Agreementof Merger”) and officers’ certificates complying with Section 1103 of the CGCL (the “CaliforniaCertificates”) shall be duly prepared, executed and filed with the Secretary of State of the Stateof California (the “California Secretary”) and the Secretary of State of the State of Washington(the “Washington Secretary”) on the Closing Date by the Company and Merger Sub. The Merger shallbecome effective at such time the filings with the California Secretary and the WashingtonSecretary of the Agreement of Merger both become effective (the “Effective Time”).     1.4 Effects of the Merger. At and after the Effective Time, the Merger shall havethe effects set forth in Section 1107 of the CGCL and Section 23B.11.060 of the WBCA.     1.5 Conversion of Company Capital Stock.          (a) At the Effective Time, subject to the exceptions and limitations set forth in Section 2.4hereof, each share of Company Capital Stock issued and outstanding immediately prior to theEffective Time (other than (y) any shares of Company Capital Stock held directly or indirectly byBuyer or any of Buyer’s Subsidiaries (except for Trust Account Shares and DPC Shares) and (z)Dissenting Shares), shall, by virtue of this Agreement and without any action on the part of theholder thereof, be converted into the right to receive, at the election of the holder thereof asprovided in Section 2.2 hereof, either (i) shares of Buyer Common Stock in accordance with theExchange Ratio, or (ii) cash in the amount of the Per Share Cash Consideration (collectively, the“Merger Consideration”).          (b) Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stockshall be issued to holders of Company Capital Stock. In lieu thereof, each such holder otherwiseentitled to a fraction of a share of Buyer Common Stock shall receive, at the time of surrender ofthe Certificate or Certificates, an amount in cash equal to the product of (i) the Average ClosingPrice multiplied by (ii) the fraction of a share of Buyer Common Stock to which such holderotherwise would be entitled, rounded to the nearest penny. No such holder shall be entitled todividends, voting rights, interest on the value of, or any other rights in respect of a fractionalshare, except as expressly provided herein.          (c) At the Effective Time, all shares of Company Capital Stock that are owned directly orindirectly by Buyer (other than shares of Company Capital Stock (x) held directly or indirectly intrust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for thebenefit of third parties (any such shares and shares of Buyer Common Stock which are similarly heldbeing referred to herein as “Trust Account Shares”) or (y) in respect of a debt previouslycontracted (any such shares of Company Capital Stock, and shares of Buyer Common Stock which aresimilarly held, being referred to herein as “DPC Shares”)) shall be cancelled and shall cease toexist and no cash or other consideration shall be delivered in
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exchange therefor. Any shares of Buyer Common Stock that are owned by the Company (other thanTrust Account Shares and DPC Shares) shall become treasury stock of Buyer.          (d) Notwithstanding anything in this Agreement to the contrary, shares of Company CapitalStock which are outstanding immediately prior to the Effective Time and which shareholders havegiven notice of their intention to assert dissenters rights under Chapter 23B.13 of the WBCA andwhich shareholders have voted not to approve the Merger (such shares being referred to herein as“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration but,instead, the holders thereof shall be entitled to receive payment of the fair market value of suchDissenting Shares in accordance with the provisions of Section 23B.13 *et seq*. of the WBCA (“Section23B.13 *et seq*.”); provided, however, that (i) if any holder of Dissenting Shares shall subsequentlywithdraw, with the consent of the Surviving Corporation, his demand for purchase of such shares, or(ii) if any holder of Dissenting Shares fails to establish or otherwise loses his entitlement topayment of the fair market value of such shares as provided in Section 23B.13 *et seq*., such holderor holders (as the case may be) shall not be entitled to receive payment of the fair market valueof such shares of Company Capital Stock as contemplated by Section 23B.13 *et seq*., and each of suchshares shall thereupon be deemed to have been converted into the right to receive, as of theEffective Time, the Merger Consideration without any interest thereon, as provided in Section1.5(a) and Article II hereof.     1.6 Stock Options. Immediately prior to the Effective Time, the Company shall takeall actions reasonably necessary so that each option (a “Company Option”) to purchase any shares ofCompany Capital Stock granted by the Company pursuant to any option plan, agreement or commitmentmaintained by the Company (collectively the “Company Option Plans”) that is outstanding andunexercised shall become fully vested and exercisable (whether or not currently exercisable) and,at the Effective Time shall be cancelled and all rights thereunder shall be extinguished. TheCompany shall make payment immediately prior to the Effective Time to each holder of such CompanyOption of an amount determined by multiplying (x) the number of shares of Company Capital Stockunderlying such Company Option by (y) the amount by which the Per Share Amount exceeds the exerciseprice per share of such Company Option. The Company shall obtain a loan at a commerciallyreasonable rate (upon Company’s request Buyer will consider with UCB and Company a Company proposalfor UCB to provide such a loan) to enable it to make the payments required under the precedingsentence (the “Stock Option Loan”), and at the Effective Time, Buyer shall pay to the Company anamount equal to the aggregate amount of the Stock Option Loan to enable the Company to repay theStock Option Loan. The Company will use its reasonable efforts to either cause all of the holdersof Company Options to exercise such options prior to the Effective Time or obtain consents fromholders of Company Options who do not exercise such options in order to effectuate the provisionscontained in this Section 1.6.     1.7 Buyer Capital Stock; Merger Sub Capital Stock. Each share of the capital stock ofMerger Sub issued and outstanding immediately prior to the Effective Time shall remain outstandingand shall not be converted or otherwise affected by the Merger, and such shares shall thereafterconstitute all of the issued and outstanding shares of the Surviving Corporation. Each share ofBuyer Capital Stock issued and outstanding immediately prior to the Effective Time shall remainoutstanding and shall not be converted or otherwise affected by the Merger.
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     1.8 Articles of Incorporation. At the Effective Time, the Articles of Incorporationof Merger Sub, as in effect at the Effective Time, shall be the Articles of Incorporation of theSurviving Corporation.     1.9 Bylaws. At the Effective Time. the Bylaws of Merger Sub, as in effect immediatelyprior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafteramended in accordance with applicable law.     1.10 Directors and Officers. The directors and officers of Merger Sub immediatelyprior to the Effective Time shall be the directors and officers of the Surviving Corporation, eachto hold office in accordance with the Articles of Incorporation and Bylaws of the Merger Sub untiltheir respective successors are duly elected or appointed and qualified.**ARTICLE II****DELIVERY OF MERGER CONSIDERATION**     2.1 Surrender of Company Capital Stock.          (a) Prior to the Effective Time, Buyer shall appoint Mellon Investor Services LLC, or itssuccessor, or any other bank or trust company mutually acceptable to Buyer and the Company, asexchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates representingshares of Company Capital Stock. Buyer shall issue and deliver to the Exchange Agent such numberof certificates of Buyer’s Common Stock representing the Aggregate Buyer Share Amount (and asufficient amount of cash to pay holders of Company Capital Stock in lieu of any fractional sharesof Buyer Common Stock) and the Aggregate Cash Amount.          (b) Buyer shall direct the Exchange Agent to mail on the Mailing Date to each holder of recordof a certificate or certificates representing any such shares of Company Capital Stock (each, a“Certificate”): (i) a letter of transmittal to be completed, signed and returned to the ExchangeAgent by each such holder, (ii) an Election Form to be completed, signed and returned to theExchange Agent by each such holder, (iii) appropriate and necessary documentation to establish, ifapplicable, an exemption from tax withholding in connection with payment of the MergerConsideration to each such holder, and (iv) instructions regarding the documentation described inclauses (i) through (iii) above for use in effecting the surrender of the Certificates, whichinstructions shall specify that delivery of the Certificates shall be effected, and risk of lossand title to the Certificates shall pass, only upon delivery of the Certificates to the ExchangeAgent. Upon surrendering a Certificate for cancellation to the Exchange Agent or to such otheragent or agents as may be appointed by Buyer, together with such letters of transmittal, dulyexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor theMerger Consideration (subject to the provisions of Section 2.2), and the Certificate so surrenderedshall forthwith be canceled.          (c) If any payment of the Merger Consideration for shares of Company Capital Stock is to bemade in a name other than that in which the Certificate surrendered in exchange therefor isregistered, it shall be conditions of such payment that the Certificate be presented to theExchange Agent, accompanied by all documents required to evidence and effect
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the transfer of ownership thereof, and that the person requesting such payment shall pay tothe Exchange Agent in advance any transfer costs and expenses, including taxes, required by reasonof the payment of the Merger Consideration to a person other than the registered holder of theCertificate surrendered, or required for any other reason, or shall establish to the satisfactionof the Exchange Agent that such transfer costs and expenses, have been paid or are not payable.          (d) Until surrendered as contemplated by this Section 2.1 and except as otherwise providedherein, each Certificate shall be deemed at any time after the Effective Time to represent only theright to receive upon such surrender the Merger Consideration. Notwithstanding anything to thecontrary set forth herein, if any holder of shares of Company Capital Stock should be unable tosurrender the Certificates representing such shares, because the Certificates have been lost ordestroyed, upon the making of an affidavit of that fact by the person claiming such Certificates tobe lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond insuch amount as may be determined to be adequate by Buyer as indemnity against any claim that may bemade against it with respect to such Certificates, such holder shall be entitled to receive theMerger Consideration. No interest shall be paid on the Per Share Cash Consideration.     2.2 Election and Proration Procedures.          (a) An election form and other appropriate and customary transmittal materials (which shallspecify that delivery shall be effected, and risk of loss and title to the Certificates shall passonly upon delivery of such Certificates to the Exchange Agent) in such form as Buyer and theCompany shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) daysprior to the anticipated Effective Time or on such other date as the Company and Buyer shallmutually agree (“Mailing Date”) to each holder of record of Company Capital Stock as of five (5)business days prior to the Mailing Date (“Election Form Record Date”). Buyer shall make availableone or more Election Forms as may be reasonably requested by all persons who become holders (orbeneficial owners) of Company Capital Stock after the Election Form Record Date and prior to theElection Deadline, and the Company shall provide to the Exchange Agent all information reasonablynecessary for it to perform its obligations as specified herein. Each Election Form shall permitthe holder (or the beneficial owner through appropriate and customary documentation andinstructions) to elect (an “Election”) to receive either (i) Buyer Common Stock (a “StockElection”) with respect to all of such holder’s Company Capital Stock, (ii) cash (a “CashElection”) with respect to all of such holder’s Company Capital Stock, or (iii) a specified numberof shares of Buyer Common Stock with respect to some of such holder’s Company Capital Stock (a“Combination Stock Election”) and cash with respect to the remainder of such holder’s CompanyCapital Stock (a “Combination Cash Election”), subject to the provisions contained in thisAgreement. Any Company Capital Stock (other than Dissenting Shares) with respect to which theholder (or the beneficial owner, as the case may be) shall not have submitted to the ExchangeAgent, an effective, properly completed Election Form received prior to the Election Deadline shallbe deemed to be “Undesignated Shares” hereunder.          (b) Any Election shall have been properly made and effective only if the Exchange Agent shallhave actually received a properly completed Election Form by 5:00 p.m. California time on or beforethe thirtieth (30th) day following the Mailing Date, or such other
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time and date as Buyer and the Company may mutually agree (the “Election Deadline”). AnElection Form shall be deemed properly completed only if an Election is indicated for each share ofCompany Capital Stock covered by such Election Form and if accompanied by one or more Certificates(or customary affidavits and indemnification regarding the loss or destruction of such Certificatesor the guaranteed delivery of such Certificates) representing all shares of Company Capital Stockcovered by such Election Form, together with duly executed transmittal materials included in orrequired by the Election Form. Any Election Form may be revoked or changed by the personsubmitting such Election Form at or prior to the Election Deadline. In the event an Election Formis revoked prior to the Election Deadline, the shares of Company Capital Stock represented by suchElection Form shall automatically become Undesignated Shares unless and until a new Election isproperly completed and made with respect to such shares on or before the Election Deadline, andBuyer shall cause the Certificates representing such shares of Company Capital Stock to be promptlyreturned without charge to the person submitting the revoked Election Form upon written request tothat effect from the holder who submitted such Election Form. Subject to the terms of thisAgreement and of the Election Form, the Exchange Agent shall have reasonable discretion todetermine whether any election, revocation or change has been properly or timely made and todisregard immaterial defects in the Election Forms, and any decisions of Buyer and the Companyrequired by the Exchange Agent and made in good faith in determining such matters shall be bindingand conclusive. Neither Buyer nor the Exchange Agent shall be under any obligation to notify anyperson of any defect in an Election Form.          (c) Buyer shall use commercially reasonable efforts to cause the Exchange Agent to effect theallocation among the holders of Company Capital Stock of rights to receive Buyer Common Stock orcash in the Merger as follows:               (i) If the conversion of shares of Company Capital Stock for which Cash Election andCombination Cash Elections shall have effectively been made would result in a number of shares ofBuyer Common Stock being issued that is greater than the Aggregate Buyer Share Amount (which shallbe determined for this purpose on the assumption that all shares of Company Capital Stock (otherthan those for which Cash Elections or Combination Cash Elections have been made) would be entitledto receive Buyer Common Stock,) then, to the extent necessary so that the number of shares of BuyerCommon Stock to be issued in the Merger shall be equal to the Aggregate Buyer Share Amount, theExchange Agent shall make the following allocations and adjustments in the following order:                    (A) shares of Company Capital Stock for which effective Cash Elections or Combination CashElections have been made shall be converted into the right to receive cash in an amount equal tothe Per Share Cash Consideration;                    (B) the Exchange Agent shall select by lot such number of holders of Undesignated Shares toreceive the Per Share Cash Consideration as shall be necessary so that the shares of Buyer CommonStock to be received by other holders of Undesignated Shares, when combined with the number ofshares of Buyer Common Stock for which Stock Elections or Combination Stock Elections have beenmade shall be equal to the Aggregate Buyer Share Amount. If all Undesignated Shares are convertedinto the right to receive the Per Share Cash Consideration and the number of shares of Buyer CommonStock for
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which Stock Election and Combination Stock Elections are still greater than the AggregateBuyer Share Amount, then;                    (C) a stock proration factor (the “Stock Proration Factor”) shall be determined by dividing(x) the Aggregate Buyer Share Amount by (y) the product of (I) the total number of shares ofCompany Capital Stock with respect to which effective Stock Elections and Combination StockElections were made, multiplied by (II) the Exchange Ratio. Holders of Company Capital Stock whomade an effective Stock Election or Combination Stock Election shall be entitled to:                         (1) the number of shares of Buyer Common Stock equal to the product of (x) the ExchangeRatio, multiplied by (y) the number of shares of such holder’s Company Capital Stock covered bysuch Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor;and                         (2) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multipliedby (y) the number of shares of such holder’s Company Capital Stock covered by such Stock Electionor Combination Stock Election, multiplied by (z) the difference of (I) one minus (II) the StockProration Factor.               (ii) If the conversion of the shares of Company Capital Stock for which Stock Elections andCombination Stock Elections shall have effectively been made (based upon the Exchange Ratio) wouldresult in a number of shares of Buyer Common Stock being issued that is less than the AggregateBuyer Share Amount (which shall be determined for this purpose on the assumption that all shares ofCompany Capital Stock (other than those for which Stock Elections or Combination Stock Electionshave been made) would be entitled to receive the Per Share Cash Consideration), then, to the extentnecessary so that the number of shares of Buyer Common Stock to be issued in the Merger shall beequal to the Aggregate Buyer Share Amount, the Exchange Agent shall make the following allocationsand adjustments in the following order:                    (A) holders of Company Capital Stock who made an effective Stock Election or Combination StockElection shall receive the number of shares of Buyer Common Stock equal to the product of (x)Exchange Ratio multiplied by (y) the number of shares of such holder’s Company Capital Stockcovered by such Stock Election or Combination Stock Election;                    (B) the Exchange Agent shall select by lot such number of holders of Undesignated Shares toreceive Buyer Common Stock as shall be necessary so that the shares of Buyer Common Stock to bereceived by those holders, when combined with the number of shares of Buyer Common Stock for whicha Stock Election or Combination Stock Election has been made, shall be equal to at least theAggregate Buyer Share Amount. If the shares of Buyer Common Stock to be received by all holders ofUndesignated Shares plus the number of shares of Buyer Common Stock for which Stock Elections andCombination Stock Elections have been made together are still less than the Aggregate Buyer ShareAmount, then;
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                    (C) a cash proration factor (the “Cash Proration Factor”) shall be determined by dividing (x)the Aggregate Buyer Share Amount (less the sum of (i) the number of shares of Buyer Common Stockfor which an effective Stock Election and Combination Stock Election has been made plus (ii) thenumber of shares of Buyer Common Stock to be received by all of the Undesignated Shares) by (y) theproduct of (I) the total number of shares of Company Capital Stock with respect to which effectiveCash Elections and Combination Cash Elections were made, multiplied by (II) the Exchange Ratio.Holders of Company Capital Stock who made an effective Cash Election or Combination Cash Electionshall be entitled to:                         (1) cash equal to the product of (x) the Per Share Cash Consideration multiplied by (y) thenumber of shares such holder’s Company Capital Stock covered by such Cash Election or CombinationCash Election, multiplied by (z) the difference of (I) one minus (II) the Cash Proration Factor;and                         (2) the number of shares of Buyer Common Stock equal to the product of (x) the Exchange Ratio,multiplied by (y) the number of shares of such holder’s Company Capital Stock covered by such CashElection or Combination Cash Election, multiplied by (z) the Cash Proration Factor.               (iii) If the aggregate number of shares of Company Capital Stock for which Stock Elections andCombination Stock Elections shall have effectively been made would result in a number of shares ofBuyer Common Stock being issued that is equal to the Aggregate Buyer Share Amount, then:                    (A) shares of Company Capital Stock for which effective Stock Elections or Combination StockElections have been made in the aggregate shall be converted into the right to receive Buyer CommonStock equal to the product of (x) the Exchange Ratio multiplied by (y) the number of shares ofsuch holder’s Company Capital Stock covered by such Stock Elections or Combination Stock Elections;                    (B) the shares of Company Capital Stock for which effective Cash Elections and CombinationCash Elections have been made shall be converted into the right to receive the Per Share CashConsideration; and                    (C) the Undesignated Shares shall be converted into the right to receive the Per Share CashConsideration.               (iv) Notwithstanding any other provision of this Agreement, if, after applying the allocationrules set forth in the preceding subsections of this Section 2.2(c), the number of shares of BuyerCommon Stock that would be issued pursuant to the Merger is less than the Aggregate Buyer ShareAmount or more than the Aggregate Buyer Share Amount, Buyer shall be authorized to reallocateshares of Buyer Common Stock and cash among the holders of the Company Capital Stock in good faithand in such a manner as Buyer reasonably determines to be fair and equitable, or to vary the numberof shares of Buyer Common Stock to be issued in the Merger, in a manner such that the number ofshares of Buyer Common Stock to be issued in the Merger shall be equal to the Aggregate Buyer ShareAmount.
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               (v) Notwithstanding any other provision of this Agreement (other than Section 2.2(c)(iv)hereof), if any shares of Company Capital Stock which are outstanding immediately prior to theEffective Time would constitute Dissenting Shares under Section 23B.13 *et seq.*but for the failureto perfect such dissent under Section 23B.13 *et seq*. (“Unperfected Dissenting Shares”), suchUnperfected Dissenting Shares shall automatically be converted into and represent the right toreceive the Merger Consideration for such shares provided in this Agreement, without interestthereon. The Merger Consideration payable for any such shares of Unperfected Dissenting Stockshall be payable in cash, in shares of Buyer Common Stock, or in such combination of cash and BuyerCommon Stock as shall be determined by Buyer as being necessary or appropriate to preserve thestatus of the Merger as a “reorganization” within the meaning of section 368(a) of the Code.          (d) The calculations required by Section 2.2(c) above shall be prepared by Buyer prior to theEffective Time and shall be set forth in a certificate executed by the Chief Financial Officer ofBuyer and furnished to the Company at least two (2) business days prior to the Effective Timeshowing the manner of calculation in reasonable detail. Any calculation of a portion of a share ofBuyer Common Stock shall be rounded to the nearest ten-thousandth of a share, and any cash paymentshall be rounded to the nearest cent.          (e) No dividends or other distributions of any kind which are declared payable to holders ofrecord of Buyer Common Stock after the Effective Time will be paid to persons entitled to receivesuch certificates representing Buyer Common Stock until such persons surrender their Certificates.Upon surrender of such Certificates, the holders thereof shall be paid, without interest, anydividends or other distributions with respect to shares of Buyer Common Stock as to which therecord date and payment date occurred after the Effective Time and on or before the date ofsurrender.          (f) All dividends or distributions, and any cash to be paid pursuant to Section 1.5(b) hereofin lieu of fractional shares, if held by the Exchange Agent for payment or delivery to the holdersof unsurrendered Certificates and unclaimed at the end of one year from the date of the EffectiveTime, shall (together with any interest earned thereon) at such time be paid or redelivered by theExchange Agent to Buyer, and after such time any holder of a Certificate who has not surrenderedsuch Certificate to the Exchange Agent shall, subject to applicable law, only have the rights of ageneral creditor of Buyer for payment or delivery by Buyer of such dividends or distributions orcash, as the case may be.Buyer, Merger Sub, the Company or the Exchange Agent shall be entitled to deduct and withhold fromthe Merger Consideration otherwise payable pursuant to this Agreement such cash amounts as Buyer,Merger Sub, the Company or the Exchange Agent are required to deduct and withhold under the Code,or any provision of state, local or foreign law with respect to the making of such payment. To theextent the amounts are so withheld by Buyer, Merger Sub, the Company or the Exchange Agent, suchwithheld amounts shall be treated for all purposes of this Agreement as having been paid to theholder of shares of the Company Capital Stock in respect of whom such deduction and withholding wasmade by Buyer, Merger Sub, the Company or the Exchange Agent.
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     2.3 Further Transfers of Company Capital Stock. From and after the Effective Time,the stock transfer books of the Company shall be closed and no transfer of shares of CompanyCapital Stock theretofore outstanding shall thereafter be made. If, after the Effective Time,Certificates representing such shares are presented for transfer to the Surviving Corporation orthe Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration as providedin this Article II.     2.4 Dissenting Shares. Any Dissenting Shares of Company Capital Stock held by personswho have perfected their rights with respect to such dissenting shares under Section 23B.13 *et seq*.shall not be converted pursuant to this Agreement, but the holders thereof shall be entitled tosuch rights as are granted them by Section 23B.13 *et seq*. Each holder of dissenting shares who isentitled to payment for such holder’s shares of Company Capital Stock pursuant to Section 23B.13 *etseq*. shall only receive payment from Buyer in an amount as determined pursuant to the proceduresset forth in Section 23B.13 *et seq*.     2.5 Alternative Method. Notwithstanding any provision of this Agreement to thecontrary, upon written notice to the Company, Buyer may, at any time prior to the Effective Time,change the method of effecting the Merger or the making of Merger Consideration available to theCompany’s shareholders if, and to the extent, it deems such change to be necessary, appropriate ordesirable; provided, however, that no such change shall alter or change the Merger Consideration orthe status of the Merger as a “reorganization” within the meaning of section 368(a) of the Code.**ARTICLE III****DISCLOSURE SCHEDULES; REPRESENTATIONS**