DISBURSED TO HOLDERS OF CERTIFICATES, AND THEREAFTER SUCH HOLDERS SHALL
BE ENTITLED TO LOOK ONLY TO THE SURVIVING CORPORATION (SUBJECT TO ABANDONED
PROPERTY, ESCHEAT OR OTHER SIMILAR LAWS) AND ONLY AS GENERAL CREDITORS THEREOF
FOR PAYMENT OF THEIR CLAIM FOR MERGER CONSIDERATION TO WHICH SUCH HOLDERS MAY BE
ENTITLED.
(D)
NOTWITHSTANDING THE PROVISIONS OF SECTION
2.8(C), NEITHER THE SURVIVING CORPORATION NOR THE PAYING AGENT SHALL BE LIABLE
TO ANY PERSON IN RESPECT OF ANY MERGER CONSIDERATION DELIVERED TO A PUBLIC
OFFICIAL PURSUANT TO ANY APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAW.
IF ANY CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK SHALL NOT HAVE
BEEN SURRENDERED PRIOR TO SIX MONTHS AFTER THE EFFECTIVE TIME (OR IMMEDIATELY
PRIOR TO SUCH EARLIER DATE ON WHICH ANY MERGER CONSIDERATION IN RESPECT OF SUCH
CERTIFICATE WOULD OTHERWISE ESCHEAT TO OR BECOME THE PROPERTY OF ANY
GOVERNMENTAL ENTITY), ANY SUCH CASH SHALL, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, BECOME THE PROPERTY OF THE PARENT, FREE AND CLEAR OF ALL CLAIMS OR INTEREST
OF ANY PERSON PREVIOUSLY ENTITLED THERETO.
10
(E)
PARENT SHALL BE ENTITLED TO DEDUCT AND
WITHHOLD FROM THE CONSIDERATION OTHERWISE PAYABLE PURSUANT TO THIS AGREEMENT TO
ANY FORMER HOLDER OF SHARES OF COMPANY COMMON STOCK SUCH AMOUNTS AS PARENT (OR
ANY AFFILIATE THEREOF) IS REQUIRED TO DEDUCT AND WITHHOLD WITH RESPECT TO THE
MAKING OF SUCH PAYMENT UNDER THE CODE (AS DEFINED HEREIN), OR ANY PROVISION OF
ANY APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW, RULE OR REGULATION.
TO THE
EXTENT THAT AMOUNTS ARE SO WITHHELD BY PARENT AND PAID BY PARENT TO THE
APPLICABLE TAXING AUTHORITY, SUCH WITHHELD AMOUNTS SHALL BE TREATED FOR ALL
PURPOSES OF THIS AGREEMENT AS HAVING BEEN PAID TO THE FORMER HOLDER OF SHARES OF
COMPANY COMMON STOCK IN RESPECT OF WHICH SUCH DEDUCTION AND WITHHOLDING WAS MADE
BY PARENT.
SECTION 2.9.
NO FURTHER TRANSFER OR OWNERSHIP
RIGHTS.
AFTER THE EFFECTIVE TIME, THERE SHALL BE NO FURTHER TRANSFER ON THE
RECORDS OF THE COMPANY (OR THE SURVIVING CORPORATION) OR ITS TRANSFER AGENT OF
CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK WHICH HAVE BEEN
CONVERTED PURSUANT TO THIS AGREEMENT INTO THE RIGHT TO RECEIVE MERGER
CONSIDERATION, AND IF SUCH CERTIFICATES ARE PRESENTED TO THE COMPANY FOR
TRANSFER, THEY SHALL BE CANCELLED AGAINST DELIVERY OF THE MERGER CONSIDERATION
THEREFOR.
FROM AND AFTER THE EFFECTIVE TIME, THE HOLDERS OF CERTIFICATES
EVIDENCING OWNERSHIP OF SHARES OF COMPANY COMMON STOCK OUTSTANDING IMMEDIATELY
PRIOR TO THE EFFECTIVE TIME SHALL CEASE TO HAVE ANY RIGHTS WITH RESPECT TO SUCH
SHARES OF COMPANY COMMON STOCK EXCEPT AS OTHERWISE PROVIDED FOR HEREIN OR BY
APPLICABLE LAW.
ALL MERGER CONSIDERATION PAID UPON THE SURRENDER FOR EXCHANGE
OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK IN ACCORDANCE WITH
THE TERMS OF THIS ARTICLE II SHALL BE DEEMED TO HAVE BEEN PAID IN FULL
SATISFACTION OF ALL RIGHTS PERTAINING TO THE SHARES OF COMPANY COMMON STOCK
EXCHANGED FOR MERGER CONSIDERATION THERETOFORE REPRESENTED BY SUCH CERTIFICATES.
SECTION 2.10.
TREATMENT OF OPTIONS.
SIMULTANEOUSLY
WITH THE EXECUTION OF THIS AGREEMENT, THE BOARD