OR CAUSE TO BE DEPOSITED WITH A BANK OR TRUST
COMPANY MUTUALLY AGREEABLE TO C&T AND THE COMPANY AND PURSUANT TO AN AGREEMENT
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO C&T AND THE COMPANY (THE "PAYING
AGENT"), ON THE EFFECTIVE TIME, OR THEREAFTER, AS AND WHEN NEEDED, FOR EXCHANGE
IN ACCORDANCE WITH THIS ARTICLE II, AN AMOUNT IN CASH SUFFICIENT TO MAKE THE
PAYMENTS OF
THE MERGER CONSIDERATION (LESS (I) ANY AMOUNTS WITHHELD PURSUANT TO
SECTION 2.04 IN THE EVENT THERE ARE ANY DISSENTING SHARES AND (II) ANY AMOUNTS
WITHHELD PURSUANT TO SECTION 2.05 IN THE EVENT THERE IS REQUIRED WITHHOLDING
UNDER APPLICABLE TAX LAWS) IN EXCHANGE FOR CERTIFICATES REPRESENTING TRANSFERRED
SHARES (THE FUND CREATED BY SUCH DEPOSITS FROM TIME TO TIME BEING HEREINAFTER
REFERRED TO AS THE "EXCHANGE FUND") AND UNCERTIFICATED TRANSFERRED SHARES HELD
IN BOOK-ENTRY FORM (THE "UNCERTIFICATED SHARES"), AS EVIDENCED ON THE COMPANY'S
STOCK LEDGER AS OF THE EFFECTIVE TIME. THE PAYING AGENT SHALL INVEST THE
EXCHANGE FUND AS C&T DIRECTS. ANY NET PROFIT RESULTING FROM, OR INTEREST OR
INCOME PRODUCED BY, SUCH INVESTMENTS SHALL BE PAYABLE TO C&T. THE EXCHANGE FUND
SHALL NOT BE USED FOR ANY OTHER PURPOSE EXCEPT AS PROVIDED IN THIS AGREEMENT.
(B)
THE COMPANY SHALL FURNISH PROMPTLY TO C&T MAILING LABELS OR
ELECTRONIC FILES CONTAINING THE NAMES AND ADDRESSES OF PERSONS INDICATED AS
RECORD HOLDERS OF OUTSTANDING SHARES (THE "SHAREHOLDERS") AS OF A RECENT DATE
(SAME TO BE ATTACHED HERETO AS EXHIBIT
2.03(C)) AND OF THOSE PERSONS BECOMING
RECORD HOLDERS OF OUTSTANDING SHARES SUBSEQUENT TO SUCH DATE, TOGETHER WITH
COPIES OF ALL LISTS OF SHAREHOLDERS, SECURITY POSITION LISTINGS AND COMPUTER
FILES AND ALL OTHER INFORMATION IN THE COMPANY'S POSSESSION OR CONTROL REGARDING
THE BENEFICIAL OWNERS OF SHARES OF OUTSTANDING SHARES (COLLECTIVELY,
"SHAREHOLDER LIST"), AND SHALL FURNISH TO BOTH THE PAYING AGENT AND C&T SUCH
INFORMATION AND ASSISTANCE (INCLUDING UPDATED LISTS OF SHAREHOLDERS, SECURITY
POSITION LISTINGS AND COMPUTER FILES) AS EITHER MAY REASONABLY REQUEST FOR USE
IN COMMUNICATING TO THE SHAREHOLDERS, INCLUDING WITHOUT LIMITATION, UPDATES OF
THE SHAREHOLDER LIST (PURSUANT TO THE COMPANY'S GENERAL OBLIGATION UNDER
SECTION 5.07) IMMEDIATELY PRIOR TO THE COMPANY'S DISSEMINATION OF THE COMPANY
PROXY STATEMENT AND IMMEDIATELY PRIOR TO THE CLOSING DATE. THE COMPANY
ACKNOWLEDGES AND AGREES THAT THE PAYING AGENT, C&T, MERGER SUB, AND THE
SURVIVING CORPORATION SHALL BE ENTITLED TO RELY SOLELY ON SHAREHOLDER LIST
PREPARED FROM THE STOCK LEDGER OF THE COMPANY AS OF THE EFFECTIVE TIME FOR
PURPOSES OF DETERMINING THE RECORD HOLDERS OF OUTSTANDING SHARES. SUBJECT TO THE
REQUIREMENTS OF APPLICABLE LAWS, AND EXCEPT FOR SUCH STEPS AS ARE NECESSARY TO
DISSEMINATE ANY DOCUMENTS NECESSARY TO CONSUMMATE THE MERGER, C&T SHALL TREAT
ANY INFORMATION CONTAINED IN ANY SUCH LABELS, LISTINGS AND FILES AS CONFIDENTIAL
INFORMATION PURSUANT TO SECTION 12.01(B).
(C)
PROMPTLY AFTER THE EFFECTIVE TIME, C&T SHALL CAUSE THE PAYING
AGENT TO MAIL TO EACH HOLDER OF TRANSFERRED SHARES APPEARING ON THE UPDATED
SHAREHOLDER LIST: (I) A NOTICE OF EFFECTIVENESS OF THE MERGER, (II) A LETTER OF
TRANSMITTAL, WHICH SHALL SPECIFY THAT DELIVERY SHALL