OR PURCHASER OR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY, PARENT
OR PURCHASER, IN EACH CASE IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, SHALL BE
CANCELLED AND RETIRED WITHOUT ANY CONVERSION THEREOF AND NO PAYMENT OR
DISTRIBUTION SHALL BE MADE WITH RESPECT THERETO.
(C)
EACH ISSUED AND OUTSTANDING SHARE OF
COMPANY COMMON STOCK (OTHER THAN SHARES CANCELLED PURSUANT TO SECTION 2.6(B) AND
ANY DISSENTING SHARES (AS DEFINED IN SECTION 2.7(A))), INCLUDING THE ASSOCIATED
RIGHTS ISSUED PURSUANT TO THE COMPANY RIGHTS AGREEMENT, SHALL BE CONVERTED INTO
THE RIGHT TO RECEIVE THE COMMON STOCK PRICE OR ANY HIGHER PRICE THAT MAY BE PAID
FOR SHARES OF COMPANY COMMON STOCK PURSUANT TO THE OFFER (THE "MERGER
CONSIDERATION") PAYABLE TO THE HOLDER THEREOF, IN EACH CASE WITHOUT INTEREST,
UPON SURRENDER OF THE CERTIFICATE FORMERLY REPRESENTING SUCH SHARE IN THE MANNER
PROVIDED IN SECTION 2.8, LESS ANY REQUIRED WITHHOLDING TAXES.
SECTION 2.7.
DISSENTING SHARES.
(A)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, ANY ISSUED AND
OUTSTANDING SHARES OF COMPANY COMMON STOCK HELD BY A DISSENTING SHAREHOLDER (AS
DEFINED BELOW) ("DISSENTING SHARES") SHALL NOT BE CONVERTED INTO THE MERGER
CONSIDERATION BUT SHALL, SOLELY TO THE EXTENT REQUIRED BY THE PBCL, BECOME THE
RIGHT TO RECEIVE SUCH CONSIDERATION AS MAY BE DETERMINED TO BE DUE TO SUCH
DISSENTING SHAREHOLDER PURSUANT TO THE PBCL; PROVIDED, HOWEVER, THAT EACH SHARE
OF COMPANY COMMON STOCK OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME AND
HELD BY A DISSENTING SHAREHOLDER WHO, AFTER THE EFFECTIVE TIME, LOSES HIS OR HER
RIGHT OF APPRAISAL, PURSUANT TO THE PBCL, SHALL BE DEEMED TO BE CONVERTED AS OF
THE EFFECTIVE TIME INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION, WITHOUT
ANY INTEREST THEREON.
AS USED IN THIS AGREEMENT, THE TERM "DISSENTING
SHAREHOLDER" MEANS ANY RECORD HOLDER OR BENEFICIAL OWNER OF SHARES OF COMPANY
COMMON STOCK WHO COMPLIES WITH ALL PROVISIONS OF THE PBCL (INCLUDING THE
PROVISIONS OF SECTIONS 1574 THROUGH 1580 AND SECTION 1930 OF THE PBCL)
CONCERNING THE RIGHT OF HOLDERS OF COMPANY COMMON STOCK TO DISSENT FROM THE
MERGER AND OBTAIN FAIR VALUE FOR THEIR SHARES.
(B)
THE COMPANY SHALL GIVE PARENT (I) PROMPT
NOTICE OF ANY DEMANDS FOR APPRAISAL PURSUANT TO THE APPLICABLE PROVISIONS OF THE
PBCL RECEIVED BY THE COMPANY, WITHDRAWALS OF SUCH DEMANDS, AND ANY OTHER
INSTRUMENTS SERVED PURSUANT TO THE PBCL AND RECEIVED BY THE COMPANY AND (II) THE
OPPORTUNITY TO PARTICIPATE IN ALL NEGOTIATIONS AND PROCEEDINGS WITH RESPECT TO
DEMANDS FOR APPRAISAL UNDER THE PBCL.
THE COMPANY SHALL NOT, EXCEPT WITH THE
PRIOR WRITTEN CONSENT OF PARENT, MAKE ANY PAYMENT WITH RESPECT TO ANY SUCH
DEMANDS FOR APPRAISAL OR OFFER TO SETTLE OR SETTLE ANY SUCH DEMANDS.
SECTION 2.8.
SURRENDER OF SHARES.
(A)
PRIOR
TO THE EARLIER OF THE MAILING OF THE PROXY STATEMENT AND THE EFFECTIVE TIME,
PARENT SHALL APPOINT A BANK OR TRUST COMPANY WHICH IS REASONABLY SATISFACTORY TO
THE COMPANY TO ACT AS PAYING AGENT (THE "PAYING AGENT") FOR THE PAYMENT OF THE
MERGER CONSIDERATION.
WHEN AND AS NEEDED FOR EACH FORMER HOLDER OF