IN SECTION 2.01(C).
THE COMPANY SHALL (I)
DELIVER PROMPT NOTICE TO NEWCO OF ANY DEMANDS FOR APPRAISAL OF ANY SHARES OF
COMPANY COMMON STOCK OR PREFERRED STOCK AND (II) GIVE NEWCO THE OPPORTUNITY TO
PARTICIPATE IN ALL NEGOTIATIONS AND PROCEEDINGS WITH RESPECT TO ANY SUCH
DEMAND.
PRIOR TO THE EFFECTIVE TIME, THE COMPANY SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF NEWCO, MAKE ANY PAYMENT WITH RESPECT TO, OR SETTLE OR OFFER
TO SETTLE, ANY SUCH DEMANDS, OR AGREE TO DO ANY OF THE FOREGOING.
SECTION 2.02.
EXCHANGE OF CERTIFICATES.
(A)
DEPOSIT WITH PAYING AGENT.
(A)
PRIOR TO THE EFFECTIVE TIME, NEWCO SHALL APPOINT A BANK OR TRUST COMPANY
REASONABLY ACCEPTABLE TO THE COMPANY TO ACT AS AGENT (THE "PAYING AGENT") FOR
THE PAYMENT OF THE MERGER CONSIDERATION UPON SURRENDER OF THE CERTIFICATES IN
ACCORDANCE WITH THIS ARTICLE II.
AT OR AS SOON AS PRACTICABLE AFTER THE
EFFECTIVE TIME, THE SURVIVING CORPORATION SHALL DEPOSIT WITH THE PAYING AGENT AN
AMOUNT OF CASH REQUIRED FOR THE PAYMENT OF THE MERGER CONSIDERATION UPON
SURRENDER OF CERTIFICATES IN ACCORDANCE WITH THIS ARTICLE II.
ANY NET PROFIT
RESULTING FROM, OR INTEREST OR INCOME PRODUCED BY, SUCH INVESTMENTS WILL BE
PAYABLE TO THE SURVIVING CORPORATION.
(B)
EXCHANGE AND PAYMENT PROCEDURES.
AS SOON AS REASONABLY PRACTICABLE AFTER
THE EFFECTIVE TIME, THE PAYING AGENT SHALL MAIL TO EACH HOLDER OF RECORD OF A
CERTIFICATE (I) A FORM OF LETTER OF TRANSMITTAL (WHICH SHALL SPECIFY THAT
DELIVERY SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO THE CERTIFICATES HELD
BY SUCH PERSON SHALL PASS, ONLY UPON PROPER DELIVERY OF THE CERTIFICATES TO THE
PAYING AGENT AND SHALL BE IN CUSTOMARY FORM AND HAVE SUCH OTHER PROVISIONS AS
THE SURVIVING CORPORATION MAY REASONABLY SPECIFY) AND (II) INSTRUCTIONS FOR USE
IN EFFECTING THE SURRENDER OF THE CERTIFICATES IN EXCHANGE FOR THE MERGER
CONSIDERATION.
UPON SURRENDER OF A CERTIFICATE FOR CANCELLATION TO THE PAYING
AGENT OR TO SUCH OTHER AGENT OR AGENTS AS MAY BE APPOINTED BY THE SURVIVING
CORPORATION, TOGETHER WITH SUCH LETTER OF TRANSMITTAL, DULY COMPLETED AND
VALIDLY EXECUTED, AND SUCH OTHER DOCUMENTS AS MAY REASONABLY BE REQUIRED BY THE
PAYING AGENT, THE HOLDER OF SUCH CERTIFICATE SHALL BE ENTITLED TO RECEIVE IN
EXCHANGE THEREFOR THE AMOUNT OF CASH PAYABLE IN RESPECT OF THE SHARES FORMERLY
REPRESENTED BY SUCH CERTIFICATE PURSUANT TO SECTION 2.01(C), AND THE CERTIFICATE
SO SURRENDERED SHALL FORTHWITH BE CANCELED.
IN THE EVENT OF A TRANSFER OF
OWNERSHIP OF COMPANY COMMON STOCK OR PREFERRED STOCK THAT IS NOT REGISTERED IN
THE SHARE TRANSFER BOOKS OF THE COMPANY, THE PROPER AMOUNT OF CASH MAY BE PAID
IN EXCHANGE THEREFOR TO A PERSON OTHER THAN THE PERSON IN WHOSE NAME THE
CERTIFICATE SO SURRENDERED IS REGISTERED IF SUCH CERTIFICATE SHALL BE PROPERLY
ENDORSED OR OTHERWISE BE IN PROPER FORM FOR TRANSFER AND THE PERSON REQUESTING
SUCH PAYMENT SHALL PAY ANY TRANSFER OR OTHER TAXES REQUIRED BY REASON OF THE
PAYMENT TO A PERSON OTHER THAN THE REGISTERED HOLDER OF SUCH CERTIFICATE OR
ESTABLISH TO THE REASONABLE SATISFACTION