THE CERTIFICATES TO THE PAYING AGENT) AND INSTRUCTIONS FOR USE IN
EFFECTING THE SURRENDER OF THE CERTIFICATES FOR PAYMENT THEREFOR.
UPON
SURRENDER TO THE PAYING AGENT OF A CERTIFICATE, TOGETHER WITH SUCH LETTER OF
TRANSMITTAL DULY EXECUTED, AND ANY OTHER REQUIRED DOCUMENTS, THE HOLDER OF SUCH
CERTIFICATE SHALL RECEIVE AS PROMPTLY AS PRACTICABLE IN EXCHANGE THEREFOR CASH
IN AN AMOUNT EQUAL TO THE PRODUCT OF THE NUMBER OF SHARES REPRESENTED BY SUCH
CERTIFICATE AND THE CASH AMOUNT, AND SUCH CERTIFICATE SHALL FORTHWITH BE
CANCELLED.
NO INTEREST WILL BE PAID OR ACCRUED ON THE CASH PAYABLE UPON THE
SURRENDER OF THE CERTIFICATES.
IF PAYMENT IS TO BE MADE TO A PERSON OTHER THAN
THE PERSON IN WHOSE NAME THE CERTIFICATE SURRENDERED IS REGISTERED, IT SHALL BE
A CONDITION OF PAYMENT THAT THE CERTIFICATE SO SURRENDERED SHALL BE PROPERLY
ENDORSED OR OTHERWISE IN PROPER FORM FOR TRANSFER AND THAT 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 THE CERTIFICATE
SURRENDERED OR ESTABLISH TO THE SATISFACTION OF THE SURVIVING CORPORATION THAT
SUCH TAX HAS BEEN PAID OR IS NOT APPLICABLE.
UNTIL SURRENDERED AND EXCHANGED IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 1.10, EACH CERTIFICATE (OTHER
THAN ANY CERTIFICATES REPRESENTING SHARES AND THE ASSOCIATED RIGHTS HELD BY ANY
SUBSIDIARY OF THE COMPANY) SHALL REPRESENT FOR ALL PURPOSES ONLY THE RIGHT TO
RECEIVE THE CONSIDERATION SET FORTH IN SECTION 1.7 WITHOUT ANY INTEREST THEREON,
AND UNTIL SUCH SURRENDER AND EXCHANGE NO CASH SHALL BE DELIVERED TO THE HOLDER
OF SUCH OUTSTANDING CERTIFICATE IN RESPECT THEREOF.
(C)
AT ANY TIME FOLLOWING THE DATE THAT IS SIX MONTHS AFTER THE
EFFECTIVE TIME, THE SURVIVING CORPORATION SHALL BE ENTITLED TO REQUIRE THE
PAYING AGENT
TO DELIVER TO IT ANY FUNDS (INCLUDING THE REMAINING PORTION OF THE
PAYMENT FUND AND ANY INTEREST RECEIVED WITH RESPECT THERETO) THAT ARE HELD BY
THE PAYING AGENT THAT HAVE NOT BEEN DISBURSED TO HOLDERS OF CERTIFICATES, AND
THEREAFTER SUCH HOLDERS SHALL BE ENTITLED TO LOOK ONLY TO THE SURVIVING
CORPORATION (SUBJECT TO ABANDONED PROPERTY, ESCHEAT AND OTHER SIMILAR LAWS) FOR
DISTRIBUTION OF THE CONSIDERATION PROVIDED IN SECTION 1.7, UPON DUE SURRENDER OF
THEIR CERTIFICATES.
5
NOTWITHSTANDING THE FOREGOING, NONE OF PARENT, THE SURVIVING CORPORATION NOR THE
PAYING AGENT SHALL BE LIABLE TO A HOLDER OF A CERTIFICATE FOR THE CONSIDERATION
PROVIDED IN SECTION 1.7 PROPERLY DELIVERED TO A PUBLIC OFFICIAL PURSUANT TO ANY
APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAW.
(D)
FROM AND AFTER THE EFFECTIVE TIME, THE HOLDERS OF CERTIFICATES
EVIDENCING OWNERSHIP OF SHARES AND ASSOCIATED RIGHTS OUTSTANDING IMMEDIATELY
PRIOR TO THE EFFECTIVE TIME SHALL CEASE TO HAVE ANY RIGHTS WITH RESPECT TO SUCH
SHARES AND ASSOCIATED RIGHTS, EXCEPT AS OTHERWISE PROVIDED FOR HEREIN OR BY
APPLICABLE LAW.
(E)
AFTER THE EFFECTIVE TIME THERE SHALL BE NO TRANSFERS ON THE STOCK
TRANSFER BOOKS OF THE COMPANY OF THE SHARES THAT WERE OUTSTANDING IMMEDIATELY
PRIOR TO THE EFFECTIVE TIME.
IF, AFTER THE