COMPANY
COMMON STOCK WHO BECOMES ENTITLED TO RECEIVE THE MERGER CONSIDERATION IN
ACCORDANCE WITH SECTION 2.8(B) BELOW, PARENT SHALL CAUSE THE SURVIVING
CORPORATION TO DEPOSIT WITH THE PAYING AGENT FOR THE BENEFIT OF SUCH FORMER
HOLDERS OF SHARES OF COMPANY COMMON STOCK SUFFICIENT FUNDS TO MAKE ALL PAYMENTS
PURSUANT TO THIS SECTION 2.8.
SUCH FUNDS SHALL BE INVESTED BY THE PAYING AGENT
AS DIRECTED BY THE SURVIVING CORPORATION.
ANY NET PROFIT RESULTING FROM, OR
INTEREST
9
or income produced by, such investments will be payable to the Surviving
Corporation or as it directs.
(B)
PROMPTLY AFTER THE EFFECTIVE TIME, THE
SURVIVING CORPORATION SHALL CAUSE TO BE MAILED TO EACH RECORD HOLDER, AS OF THE
EFFECTIVE TIME, OF AN OUTSTANDING CERTIFICATE OR CERTIFICATES WHICH IMMEDIATELY
PRIOR TO THE EFFECTIVE TIME REPRESENTED SHARES OF COMPANY COMMON STOCK (THE
"CERTIFICATES"), A LETTER OF TRANSMITTAL IN CUSTOMARY FORM (WHICH SHALL SPECIFY
THAT DELIVERY SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO THE CERTIFICATES
SHALL PASS, ONLY UPON PROPER DELIVERY OF THE CERTIFICATES TO THE PAYING AGENT)
AND INSTRUCTIONS FOR USE IN EFFECTING THE SURRENDER OF THE CERTIFICATES FOR
PAYMENT OF THE MERGER CONSIDERATION THEREFOR.
UPON SURRENDER TO THE PAYING
AGENT OF A CERTIFICATE, TOGETHER WITH SUCH LETTER OF TRANSMITTAL, DULY COMPLETED
AND VALIDLY EXECUTED IN ACCORDANCE WITH THE INSTRUCTIONS THERETO, AND SUCH OTHER
DOCUMENTS AS MAY BE REQUIRED PURSUANT TO SUCH INSTRUCTIONS, THE HOLDER OF SUCH
CERTIFICATE SHALL BE ENTITLED TO RECEIVE IN EXCHANGE THEREFOR THE AGGREGATE
AMOUNT OF MERGER CONSIDERATION INTO WHICH THE NUMBER OF SHARES OF COMPANY COMMON
STOCK PREVIOUSLY REPRESENTED BY SUCH CERTIFICATE OR CERTIFICATES SURRENDERED
SHALL HAVE BEEN CONVERTED PURSUANT TO THIS AGREEMENT.
IF ANY MERGER
CONSIDERATION IS TO BE REMITTED TO A PERSON WHOSE NAME IS OTHER THAN THAT IN
WHICH THE CERTIFICATE FOR SHARES OF COMPANY COMMON STOCK SURRENDERED FOR
EXCHANGE IS REGISTERED, IT SHALL BE A CONDITION OF SUCH EXCHANGE THAT THE
CERTIFICATE SO SURRENDERED SHALL BE PROPERLY ENDORSED, WITH SIGNATURE
GUARANTEED, OR OTHERWISE IN PROPER FORM FOR TRANSFER, AND THAT THE PERSON
REQUESTING SUCH EXCHANGE SHALL HAVE PAID ANY TRANSFER AND/OR OTHER TAXES
REQUIRED BY REASON OF THE REMITTANCE OF MERGER CONSIDERATION TO A PERSON WHOSE
NAME IS OTHER THAN THAT OF THE REGISTERED HOLDER OF THE CERTIFICATE SURRENDERED,
OR THE PERSON REQUESTING SUCH EXCHANGE SHALL HAVE ESTABLISHED TO THE
SATISFACTION OF THE SURVIVING CORPORATION THAT SUCH TAX EITHER HAS BEEN PAID OR
IS NOT APPLICABLE.
NO INTEREST SHALL BE PAID OR ACCRUED, UPON THE SURRENDER OF
THE CERTIFICATES, FOR THE BENEFIT OF HOLDERS OF THE CERTIFICATES ON ANY MERGER
CONSIDERATION.
PARENT AND THE SURVIVING CORPORATION SHALL PAY ALL FEES AND
EXPENSES OF THE PAYING AGENT IN CONNECTION WITH THE DISTRIBUTION OF THE MERGER
CONSIDERATION.
(C)
AT ANY TIME FOLLOWING SIX MONTHS AFTER THE
EFFECTIVE TIME, THE SURVIVING CORPORATION SHALL BE ENTITLED TO REQUIRE THE
PAYING AGENT TO DELIVER TO IT ANY FUNDS (INCLUDING ANY INTEREST RECEIVED WITH
RESPECT THERETO) WHICH HAD BEEN DEPOSITED WITH THE PAYING AGENT AND WHICH HAVE
NOT BEEN