AND (II) PARENT SHALL ENTER INTO A PAYING AGENT AGREEMENT WITH THE
PAYING AGENT AND THE COMPANY, THE TERMS AND CONDITIONS OF WHICH ARE SATISFACTORY
TO THE COMPANY IN ITS REASONABLE DISCRETION.
(B)
PAYMENT FUND.
PROMPTLY FOLLOWING THE EFFECTIVE TIME, PARENT SHALL
PROVIDE FUNDS TO THE PAYING AGENT IN AN AMOUNT EQUAL TO THE AGGREGATE INITIAL
MERGER CONSIDERATION PAYABLE UNDER SECTION 2.1(C) UPON SURRENDER OF THE
CERTIFICATES (INCLUDING SHARES REPRESENTED BY A BOOK-ENTRY ACCOUNT STATEMENT AS
DESCRIBED IN SECTION 2.1(C)).
SUCH FUNDS PROVIDED TO THE PAYING AGENT ARE
REFERRED TO AS THE "PAYMENT FUND."
(C)
PAYMENT PROCEDURES.
(I)
LETTER OF TRANSMITTAL.
PROMPTLY AFTER THE EFFECTIVE TIME, AND TO
THE EXTENT NOT PREVIOUSLY PROVIDED, PARENT SHALL CAUSE THE PAYING AGENT TO MAIL
TO EACH HOLDER OF RECORD OF COMPANY COMMON STOCK (A) A LETTER OF TRANSMITTAL IN
SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT C HERETO ("LETTER OF TRANSMITTAL") AS
MAY BE AMENDED BY THE COMPANY PRIOR TO THE EFFECTIVE TIME, SPECIFYING (X) THAT
DELIVERY SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO THE CERTIFICATES SHALL
PASS, ONLY UPON PROPER DELIVERY OF CERTIFICATES TO THE PAYING AGENT, (OR, IF
SUCH SHARES OF COMPANY COMMON STOCK ARE HELD IN BOOK-ENTRY OR OTHER
UNCERTIFICATED FORM, UPON THE ENTRY THROUGH THE COMPANY OF THE SURRENDER OF SUCH
SHARES OF COMPANY COMMON STOCK ON A BOOK-ENTRY ACCOUNT STATEMENT (IT BEING
UNDERSTOOD THAT ANY REFERENCES IN THIS AGREEMENT TO "CERTIFICATES" SHALL BE
DEEMED TO INCLUDE REFERENCES TO BOOK-ENTRY ACCOUNT STATEMENTS RELATING TO THE
OWNERSHIP OF SUCH SHARES AND ANY REFERENCES TO THE SURRENDER OF CERTIFICATES
SHALL INCLUDE THE SURRENDER OF SUCH COMPANY COMMON STOCK ON A BOOK-ENTRY ACCOUNT
STATEMENT)), (Y) THAT BY SIGNING THE LETTER OF TRANSMITTAL SUCH HOLDER AGREES TO
AND CONFIRMS ACKNOWLEDGMENT OF THE TERMS OF THE MERGER, INCLUDING, WITHOUT
LIMITATION, THE INDEMNIFICATION PROVISIONS SET OUT IN ARTICLE VII, THE RIGHT TO
RECEIVE THE APPLICABLE AMOUNT OF DEFERRED MERGER CONSIDERATION, THE TERMS AND
CONDITIONS OF THE ESCROW AGREEMENT, THE APPOINTMENT OF THE ESCROW AGENT, THE
APPOINTMENT OF THE PRINCIPAL COMPANY STOCKHOLDER AS HOLDER REPRESENTATIVE (UPON
THE TERMS SET OUT IN THIS AGREEMENT AND THE ESCROW AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE RELEASE OF THE PRINCIPAL COMPANY STOCKHOLDER FROM ANY AND ALL
CLAIMS WHICH THEY MAY HAVE AGAINST THE PRINCIPAL COMPANY STOCKHOLDER IN
CONNECTION WITH THE MERGER) AND OTHER TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND (B) INSTRUCTIONS FOR SURRENDERING CERTIFICATES.
(II)
SURRENDER OF CERTIFICATES.
UPON SURRENDER OF A CERTIFICATE FOR
CANCELLATION TO THE PAYING AGENT, TOGETHER WITH A DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE PAYING AGENT, THE HOLDER OF
THAT CERTIFICATE
5
SHALL BE ENTITLED TO RECEIVE IN EXCHANGE THEREFOR THE PRODUCT OF (A) THE NUMBER
OF SHARES OF COMPANY COMMON STOCK EVIDENCED BY SUCH CERTIFICATE AND (B) THE
RESULT OF THE INITIAL PER SHARE MERGER CONSIDERATION PLUS, SUBJECT TO THE
CONTINGENCIES AND OTHER PROVISIONS SET FORTH IN THE ESCROW AGREEMENT AND
SECTION 2.3, THE DEFERRED PER SHARE MERGER CONSIDERATION, LESS ANY REQUIRED
WITHHOLDING OF TAXES.
ANY CERTIFICATES