AND (III) INSTRUCTIONS FOR USE IN EFFECTING THE SURRENDER
OF COMPANY COMMON STOCK IN EXCHANGE FOR CERTIFICATES REPRESENTING SHARES OF
PARENT COMMON STOCK. UPON SURRENDER OF COMPANY COMMON STOCK FOR CANCELLATION TO
THE EXCHANGE AGENT, TOGETHER WITH SUCH LETTER OF TRANSMITTAL AND OTHER
DOCUMENTS, DULY COMPLETED AND VALIDLY EXECUTED IN ACCORDANCE WITH THE
INSTRUCTIONS THERETO, THE HOLDER OF SUCH COMPANY COMMON STOCK SHALL BE ENTITLED
TO RECEIVE IN EXCHANGE THEREFOR (Y) A CERTIFICATE REPRESENTING THE NUMBER OF
WHOLE EXCHANGE SHARES INTO WHICH THE COMPANY COMMON STOCK REPRESENTED THEREBY
SHALL HAVE BEEN CONVERTED INTO THE RIGHT TO RECEIVE AS OF THE EFFECTIVE TIME AND
(Z) CASH IN RESPECT OF ANY FRACTIONAL SHARES AS PROVIDED IN SECTION 1.5(C), AND
THE COMPANY COMMON STOCK SO SURRENDERED SHALL FORTHWITH BE CANCELED. UNTIL SO
SURRENDERED, EACH SUCH OUTSTANDING SHARE OF COMPANY COMMON STOCK WILL BE DEEMED
FROM AND AFTER THE EFFECTIVE TIME, FOR ALL CORPORATE PURPOSES OTHER THAN THE
PAYMENT OF DIVIDENDS, TO EVIDENCE THE OWNERSHIP OF THE NUMBER OF FULL SHARES OF
PARENT COMMON STOCK INTO WHICH SUCH SHARES OF COMPANY COMMON STOCK SHALL HAVE
BEEN SO CONVERTED AND THE RIGHT TO RECEIVE CASH IN LIEU OF THE ISSUANCE OF ANY
FRACTIONAL SHARES. IF ANY COMPANY STOCK CERTIFICATE SHALL HAVE BEEN LOST, STOLEN
OR DESTROYED, PARENT MAY, IN ITS DISCRETION AND AS A CONDITION PRECEDENT TO THE
ISSUANCE OF ANY CERTIFICATE REPRESENTING PARENT COMMON STOCK, REQUIRE THE OWNER
OF SUCH LOST, STOLEN OR DESTROYED COMPANY STOCK CERTIFICATE TO PROVIDE A
REASONABLE AFFIDAVIT AS INDEMNITY AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THE
EXCHANGE AGENT, PARENT OR THE COMPANY WITH RESPECT TO SUCH COMPANY STOCK
CERTIFICATE.
(D)
DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. NO DIVIDENDS
OR OTHER DISTRIBUTIONS WITH RESPECT TO PARENT COMMON STOCK WITH A RECORD DATE
AFTER THE EFFECTIVE TIME WILL BE PAID TO THE HOLDER OF ANY UNSURRENDERED COMPANY
COMMON STOCK WITH RESPECT TO THE SHARES OF PARENT COMMON STOCK REPRESENTED
THEREBY UNTIL THE HOLDER OF RECORD OF SUCH COMPANY COMMON STOCK SHALL SURRENDER
SUCH SHARES OF COMPANY COMMON STOCK. SUBJECT TO APPLICABLE LAW, FOLLOWING
SURRENDER OF ANY SUCH COMPANY COMMON STOCK, THERE SHALL BE DELIVERED TO THE
RECORD HOLDER OF COMPANY COMMON STOCK A CERTIFICATE REPRESENTING WHOLE SHARES OF
PARENT COMMON STOCK ISSUED IN EXCHANGE THEREFOR (INCLUDING ANY CASH IN RESPECT
OF ANY FRACTIONAL SHARES), WITHOUT INTEREST AT THE TIME OF SUCH SURRENDER, AND
THE AMOUNT OF ANY SUCH DIVIDENDS OR OTHER DISTRIBUTIONS WITH A RECORD DATE AFTER
THE EFFECTIVE TIME THERETOFORE PAYABLE (BUT FOR THE PROVISIONS OF THIS SECTION)
WITH RESPECT TO SUCH SHARES OF PARENT COMMON STOCK.
(E)
TRANSFERS OF OWNERSHIP.
IF ANY CERTIFICATE FOR SHARES OF
PARENT COMMON STOCK IS TO BE ISSUED IN A NAME OTHER THAN THAT IN WHICH COMPANY
STOCK CERTIFICATE SURRENDERED IN EXCHANGE THEREFOR IS REGISTERED, IT WILL BE A
CONDITION OF THE ISSUANCE THEREOF THAT THE COMPANY COMMON STOCK SO SURRENDERED
WILL BE PROPERLY ENDORSED AND OTHERWISE IN PROPER FORM FOR TRANSFER AND THAT THE
PERSON REQUESTING SUCH EXCHANGE WILL HAVE