EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS THERETO, TOGETHER WITH SURRENDER OF
A CERTIFICATE (OR CERTIFICATES) FOR CANCELLATION, THE HOLDER OF COMPANY COMMON
STOCK SHALL BE ENTITLED TO RECEIVE IN EXCHANGE CASH CONSTITUTING THE PER SHARE
MERGER CONSIDERATION TO WHICH SUCH HOLDER IS ENTITLED PURSUANT TO SECTION 1.5
(LESS THE CASH TO BE DEPOSITED WITH THE ESCROW AGENT ON SUCH HOLDER'S BEHALF)
AND THE CERTIFICATE(S) SO SURRENDERED SHALL FORTHWITH BE CANCELED.
UNTIL SO
SURRENDERED, EACH OUTSTANDING CERTIFICATE THAT, PRIOR TO THE EFFECTIVE TIME,
REPRESENTED SHARES OF COMPANY CAPITAL STOCK WILL BE DEEMED FROM AND AFTER THE
EFFECTIVE TIME, FOR ALL CORPORATE PURPOSES, TO EVIDENCE ONLY THE RIGHT TO
RECEIVE THE APPLICABLE PER SHARE MERGER CONSIDERATION PROVIDED FOR IN THIS
ARTICLE I.
(C)
PARENT TO PROVIDE PARENT CASH.
ON THE CLOSING DATE, PARENT SHALL
DEPOSIT WITH THE EXCHANGE AGENT FOR EXCHANGE IN ACCORDANCE WITH THIS SECTION 1.6
THE TOTAL MERGER CONSIDERATION PAYABLE PURSUANT TO SECTION 1.5 IN EXCHANGE FOR
ALL OUTSTANDING SHARES OF COMPANY CAPITAL STOCK, ALL SHARES UNDERLYING VESTED
COMPANY OPTIONS (SUBJECT TO THE PROVISIONS OF SECTION 5.18)
AND SHARES ISSUED
PURSUANT TO EXERCISED COMPANY WARRANTS PURSUANT TO SECTION 6.3(G); PROVIDED,
HOWEVER, THAT, ON BEHALF OF THE COMPANY'S STOCKHOLDERS, PARENT SHALL DEPOSIT A
PORTION OF THE TOTAL MERGER CONSIDERATION OTHERWISE PAYABLE TO EACH STOCKHOLDER
TO (I) THE ESCROW AGENT PURSUANT TO SECTION 1.10 AND ARTICLE VII IN AN AMOUNT
EQUAL TO $19,875,000 AND (II) TO THE REPRESENTATIVE ACCOUNT PURSUANT TO SECTION
1.11(B)(II) IN THE AMOUNT OF $2,000,000.
(D)
NO LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 1.6, NONE OF THE EXCHANGE AGENT, PARENT, THE SURVIVING CORPORATION OR
ANY PARTY HERETO SHALL BE LIABLE TO A HOLDER OF SHARES OF PARENT COMMON STOCK OR
COMPANY CAPITAL STOCK FOR ANY AMOUNT PROPERLY PAID TO A PUBLIC OFFICIAL PURSUANT
TO ANY APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAW.
(E)
REQUIRED WITHHOLDING.
EACH OF PARENT AND THE SURVIVING
CORPORATION SHALL BE ENTITLED TO DEDUCT AND WITHHOLD FROM ANY CONSIDERATION
PAYABLE OR OTHERWISE DELIVERABLE PURSUANT TO THIS AGREEMENT TO ANY HOLDER OR
FORMER HOLDER OF COMPANY CAPITAL STOCK SUCH AMOUNTS AS ARE REQUIRED TO BE
DEDUCTED OR WITHHELD THEREFROM UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"),OR UNDER ANY PROVISION OF STATE, LOCAL OR FOREIGN TAX LAW
OR UNDER ANY OTHER APPLICABLE LEGAL REQUIREMENT.
TO THE EXTENT SUCH AMOUNTS ARE
SO DEDUCTED OR WITHHELD, SUCH AMOUNTS SHALL BE TREATED FOR ALL PURPOSES UNDER
THIS AGREEMENT AS HAVING BEEN PAID TO THE PERSON TO WHOM SUCH AMOUNTS WOULD
OTHERWISE HAVE BEEN PAID.
1.7
NO FURTHER OWNERSHIP RIGHTS IN COMPANY STOCK.
ALL CASH ISSUED IN
ACCORDANCE WITH THE TERMS HEREOF SHALL BE DEEMED TO HAVE BEEN ISSUED IN FULL
SATISFACTION OF ALL RIGHTS PERTAINING TO SUCH SHARES OF COMPANY CAPITAL STOCK
AND THERE SHALL BE NO FURTHER REGISTRATION OF TRANSFERS ON THE RECORDS OF THE
SURVIVING CORPORATION OF SHARES OF COMPANY CAPITAL STOCK THAT WERE OUTSTANDING
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
IF, AFTER THE EFFECTIVE TIME,
CERTIFICATES ARE PRESENTED TO THE SURVIVING