CONSTITUTE THE ONLY OUTSTANDING SHARES OF CAPITAL STOCK OF THE SURVIVING
CORPORATION.
FROM AND AFTER THE EFFECTIVE TIME, ALL CERTIFICATES REPRESENTING
THE COMMON STOCK OF MERGER SUB SHALL BE DEEMED FOR ALL PURPOSES TO REPRESENT THE
NUMBER OF SHARES OF COMMON STOCK OF THE SURVIVING CORPORATION INTO WHICH THEY
WERE CONVERTED IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE.
(E)
DISSENTERS' RIGHTS.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, IF REQUIRED BY THE DGCL (BUT ONLY TO THE EXTENT
REQUIRED THEREBY), SHARES THAT ARE ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO
THE EFFECTIVE TIME (OTHER THAN CANCELLED SHARES) AND THAT ARE HELD BY HOLDERS OF
SUCH SHARES WHO HAVE NOT VOTED IN FAVOR OF THE ADOPTION OF THIS AGREEMENT OR
CONSENTED THERETO IN WRITING AND WHO HAVE PROPERLY EXERCISED APPRAISAL RIGHTS
WITH RESPECT THERETO IN ACCORDANCE WITH, AND WHO HAVE COMPLIED WITH, SECTION 262
OF THE DGCL (THE "DISSENTING SHARES") WILL NOT BE CONVERTED INTO THE RIGHT TO
RECEIVE THE MERGER CONSIDERATION, AND HOLDERS OF SUCH DISSENTING SHARES WILL BE
ENTITLED TO RECEIVE PAYMENT OF THE FAIR VALUE OF SUCH DISSENTING SHARES IN
ACCORDANCE WITH THE PROVISIONS OF SUCH SECTION 262 UNLESS AND UNTIL ANY SUCH
HOLDER FAILS TO PERFECT OR EFFECTIVELY WAIVES, WITHDRAWS OR LOSES ITS RIGHTS TO
APPRAISAL AND PAYMENT UNDER THE DGCL.
IF, AFTER THE EFFECTIVE TIME, ANY SUCH
HOLDER FAILS TO PERFECT OR EFFECTIVELY WAIVES, WITHDRAWS OR LOSES SUCH RIGHT,
SUCH SHARES SHALL NOT BE DEEMED DISSENTING SHARES AND WILL THEREUPON BE TREATED
AS IF THEY HAD BEEN CONVERTED INTO AND HAVE BECOME
4
EXCHANGEABLE FOR, AT THE EFFECTIVE TIME, THE RIGHT TO RECEIVE THE MERGER
CONSIDERATION, WITHOUT ANY INTEREST THEREON, AND THE SURVIVING CORPORATION SHALL
REMAIN LIABLE FOR PAYMENT OF THE MERGER CONSIDERATION FOR SUCH SHARES.
AT THE
EFFECTIVE TIME, ANY HOLDER OF DISSENTING SHARES SHALL CEASE TO HAVE ANY RIGHTS
WITH RESPECT THERETO, EXCEPT THE RIGHTS PROVIDED IN SECTION 262 OF THE DGCL AND
AS PROVIDED IN THE PREVIOUS SENTENCE.
ANY PORTION OF THE MERGER CONSIDERATION
MADE AVAILABLE TO THE PAYING AGENT PURSUANT TO SECTION 2.2 TO PAY FOR DISSENTING
SHARES FOR WHICH APPRAISAL RIGHTS HAVE BEEN PERFECTED SHALL BE PAID TO THE
SURVIVING CORPORATION UPON DEMAND.
THE COMPANY WILL GIVE THE ESOP (I) PROMPT
NOTICE OF ANY DEMANDS RECEIVED BY THE COMPANY FOR APPRAISALS OF SHARES,
WITHDRAWALS OF SUCH DEMANDS, AND ANY OTHER INSTRUMENTS SERVED PURSUANT TO THE
DGCL AND RECEIVED BY THE COMPANY THAT RELATE TO ANY SUCH DEMAND FOR DISSENTERS'
RIGHTS AND (II) THE OPPORTUNITY TO PARTICIPATE IN AND DIRECT ALL NEGOTIATIONS
AND PROCEEDINGS WITH RESPECT TO SUCH NOTICES AND DEMANDS.
THE COMPANY SHALL
NOT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE ESOP, MAKE ANY PAYMENT WITH
RESPECT TO ANY DEMANDS FOR APPRAISAL OR SETTLE OR OFFER TO SETTLE ANY SUCH
DEMANDS.
(F)
ADJUSTMENTS.
IF AT ANY TIME DURING THE PERIOD BETWEEN THE DATE
OF THIS AGREEMENT AND THE EFFECTIVE TIME, ANY CHANGE IN THE OUTSTANDING SHARES
OF CAPITAL STOCK OF THE COMPANY SHALL OCCUR AS A RESULT OF