OF THE SURVIVING CORPORATION THAT SUCH
TAX HAS BEEN PAID OR IS NOT APPLICABLE.
NO INTEREST SHALL BE PAID OR SHALL
ACCRUE ON THE CASH PAYABLE UPON SURRENDER OF ANY CERTIFICATE.
(C)
NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK OR PREFERRED STOCK.
UNTIL SURRENDERED AS CONTEMPLATED BY SECTION 2.02(B), EACH CERTIFICATE SHALL BE
DEEMED AT ANY TIME AFTER THE EFFECTIVE TIME TO REPRESENT ONLY THE RIGHT TO
RECEIVE UPON SUCH SURRENDER THE MERGER CONSIDERATION AS CONTEMPLATED BY THIS
ARTICLE II AND THE HOLDERS OF CERTIFICATES SHALL NOT HAVE ANY RIGHTS AS
STOCKHOLDERS IN THE COMPANY.
THE MERGER CONSIDERATION PAID UPON THE SURRENDER
OF A CERTIFICATE IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE II SHALL BE DEEMED
TO HAVE BEEN PAID AT THE EFFECTIVE TIME IN FULL SATISFACTION OF ALL RIGHTS
PERTAINING TO THE SHARES OF COMPANY COMMON STOCK OR PREFERRED STOCK FORMERLY
REPRESENTED BY SUCH CERTIFICATE.
AT THE CLOSE OF BUSINESS ON THE DATE ON WHICH
THE EFFECTIVE TIME OCCURS, THE SHARE
5
TRANSFER BOOKS OF THE COMPANY SHALL BE CLOSED, AND THERE SHALL BE NO FURTHER
REGISTRATION OF TRANSFERS ON THE SHARE TRANSFER BOOKS OF THE SURVIVING
CORPORATION OF THE SHARES OF COMPANY COMMON STOCK OR PREFERRED STOCK THAT WERE
OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
IF, AFTER THE CLOSE OF
BUSINESS ON THE DATE ON WHICH THE EFFECTIVE TIME OCCURS, CERTIFICATES ARE
PRESENTED TO THE SURVIVING CORPORATION OR THE PAYING AGENT FOR TRANSFER OR ANY
OTHER REASON, THEY SHALL BE CANCELED AND EXCHANGED AS PROVIDED IN THIS ARTICLE
II.
(D)
NO LIABILITY.
NONE OF NEWCO, THE SURVIVING CORPORATION AND THE PAYING
AGENT SHALL BE LIABLE TO ANY PERSON IN RESPECT OF ANY CASH DELIVERED TO A PUBLIC
OFFICIAL PURSUANT TO ANY APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAW.
ANY PORTION OF THE MERGER CONSIDERATION DEPOSITED WITH THE PAYING AGENT PURSUANT
TO THIS ARTICLE II WHICH REMAINS UNDISTRIBUTED TO THE HOLDERS OF THE
CERTIFICATES FOR SIX MONTHS AFTER THE EFFECTIVE TIME (OR IMMEDIATELY PRIOR TO
SUCH EARLIER DATE ON WHICH ANY CASH IN RESPECT OF SUCH CERTIFICATE WOULD
OTHERWISE ESCHEAT TO OR BECOME THE PROPERTY OF ANY GOVERNMENTAL AUTHORITY (AS
DEFINED IN SECTION 3.04(B)) SHALL BE DELIVERED TO THE SURVIVING CORPORATION,
UPON DEMAND.
ANY HOLDERS OF CERTIFICATES WHO HAVE NOT THERETOFORE COMPLIED WITH
THIS ARTICLE II SHALL THEREAFTER LOOK ONLY TO THE SURVIVING CORPORATION AND ONLY
AS GENERAL CREDITORS THEREOF FOR PAYMENT OF THEIR CLAIM FOR CASH, IF ANY, TO
WHICH SUCH HOLDERS MAY BE ENTITLED.
(E)
LOST CERTIFICATES.
IF ANY CERTIFICATE SHALL HAVE BEEN LOST, STOLEN,
DEFACED OR DESTROYED, UPON THE MAKING OF AN AFFIDAVIT OF THAT FACT BY THE PERSON
CLAIMING SUCH CERTIFICATE TO BE LOST, STOLEN, DEFACED 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 PAYING AGENT SHALL PAY IN RESPECT OF SUCH LOST, STOLEN, DEFACED