(C)
SHARE TRANSFER BOOKS. AT AND AFTER THE EFFECTIVE TIME, THERE SHALL
BE NO TRANSFERS ON THE SHARE TRANSFER BOOKS OF THE COMPANY OF ANY SHARES OF
COMPANY STOCK THAT WERE OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME. IF,
AFTER THE EFFECTIVE TIME, CERTIFICATES OF THE COMPANY ARE PRESENTED TO THE
SURVIVING CORPORATION, THEY SHALL BE CANCELLED AND THE SHARES OF COMPANY STOCK
REPRESENTED THEREBY SHALL BE CONVERTED AS PROVIDED IN SECTION 1.4.
(D)
UNCLAIMED CONSIDERATION. SIX MONTHS AFTER THE EFFECTIVE TIME, THE
SURVIVING CORPORATION SHALL CAUSE THE PAYING AGENT TO DELIVER ANY PORTION OF THE
PER SHARE MERGER CONSIDERATION THAT IT HOLDS AND THAT REMAINS UNCLAIMED TO THE
SURVIVING CORPORATION. ANY HOLDER OF COMPANY STOCK IMMEDIATELY PRIOR TO THE
EFFECTIVE TIME
6
WHO HAS NOT THERETOFORE COMPLIED WITH THIS SECTION 1.9 SHALL THEREAFTER LOOK
ONLY TO THE SURVIVING CORPORATION (SUBJECT TO ABANDONED PROPERTY, ESCHEAT OR
OTHER SIMILAR LAWS) FOR PAYMENT OF ANY PORTION OF THE PER SHARE MERGER
CONSIDERATION THAT MAY BE PAYABLE UPON SURRENDER OF ANY CERTIFICATES OR IN
RESPECT OF ANY UNCERTIFICATED COMPANY STOCK SUCH HOLDER HOLDS, AS DETERMINED
PURSUANT TO THIS AGREEMENT, AS A GENERAL CREDITOR AND WITHOUT ANY INTEREST
THEREON.
(E)
NO LIABILITY. NONE OF THE COMPANY, THE SURVIVING CORPORATION,
PARENT AND THEIR AFFILIATES, THE PAYING AGENT OR ANY OTHER PERSON SHALL BE
LIABLE FOR ANY AMOUNT PROPERLY DELIVERED TO A PUBLIC OFFICIAL PURSUANT TO
APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAWS.
(F)
LOST CERTIFICATES. IF ANY CERTIFICATE SHALL HAVE BEEN LOST,
STOLEN OR DESTROYED, UPON THE MAKING OF AN AFFIDAVIT OF THAT FACT BY THE PERSON
CLAIMING SUCH CERTIFICATE TO BE LOST, STOLEN OR DESTROYED AND, IF REQUIRED BY
THE COMPANY OR THE SURVIVING CORPORATION, THE POSTING BY SUCH PERSON OF A BOND
IN SUCH REASONABLE AMOUNT AS THE COMPANY OR THE SURVIVING CORPORATION MAY DIRECT
AS INDEMNITY AGAINST ANY CLAIM THAT MAY BE MADE AGAINST IT WITH RESPECT TO SUCH
CERTIFICATE, THE SURVIVING CORPORATION SHALL DIRECT THE PAYING AGENT TO ISSUE IN
EXCHANGE FOR SUCH LOST, STOLEN OR DESTROYED CERTIFICATE THE PER SHARE MERGER
CONSIDERATION PAYABLE IN RESPECT OF THE SHARES OF COMPANY STOCK REPRESENTED
THEREBY PURSUANT TO THIS AGREEMENT.
1.10
Withholding Taxes. The Paying Agent shall be entitled to deduct and
withhold from the Per Share Merger Consideration, and the Surviving Corporation
shall deduct and withhold, or cause to be deducted or withheld, from any payment
made pursuant to Section 1.5, any such amounts required to be deducted and
withheld under the Code, or any applicable provision of U.S. federal, state,
local or foreign Tax law. To the extent that amounts are so deducted and
withheld, such deducted and withheld amounts shall be treated for all purposes
of this Agreement as having been paid to the holders of Company Stock or of the
award in respect of which such deduction and withholding was made.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY
Except as (i) set forth in the disclosure letter delivered to Parent and
MergerCo by the Company on the