PARENT'S STOCK TRANSFER AGENT, TO ACT AS THE EXCHANGE AGENT
("EXCHANGE AGENT") IN THE MERGER.
(B)
PROMPTLY AFTER THE EFFECTIVE TIME, PARENT
SHALL MAKE AVAILABLE TO THE EXCHANGE AGENT FOR EXCHANGE IN ACCORDANCE WITH THIS
ARTICLE II, (I) THE AGGREGATE NUMBER OF SHARES OF PARENT COMMON STOCK ISSUABLE
PURSUANT TO SECTION 2.1 IN EXCHANGE FOR OUTSTANDING SHARES OF COMPANY COMMON
STOCK, AND (II) CASH IN AN AMOUNT SUFFICIENT TO PERMIT PAYMENT OF THE CASH
COMPONENT PURSUANT TO SECTION 2.1(A) AND CASH IN LIEU OF FRACTIONAL SHARES
PURSUANT TO SECTION 2.1(F) (THE "EXCHANGE FUND").
(C)
PROMPTLY, AND IN ANY EVENT NO LATER THAN
TEN (10) BUSINESS DAYS AFTER THE EFFECTIVE TIME, THE PARENT SHALL CAUSE TO BE
MAILED TO EACH HOLDER OF RECORD OF A CERTIFICATE OR CERTIFICATES WHICH
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME REPRESENTED OUTSTANDING SHARES OF
COMPANY COMMON STOCK (THE "CERTIFICATES") (I) A LETTER OF TRANSMITTAL (WHICH
SHALL SPECIFY THAT DELIVERY SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO THE
CERTIFICATES SHALL PASS, ONLY UPON PROPER DELIVERY OF THE CERTIFICATES TO THE
EXCHANGE AGENT, AND SHALL BE IN SUCH FORM AND HAVE SUCH OTHER PROVISIONS AS
PARENT MAY REASONABLY SPECIFY AND WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY) AND (II) INSTRUCTIONS FOR USE IN EFFECTING THE SURRENDER OF THE
CERTIFICATES IN EXCHANGE FOR THE CASH COMPONENT AND A CERTIFICATE OR
CERTIFICATES REPRESENTING SHARES OF PARENT COMMON STOCK (AND CASH IN LIEU OF
FRACTIONAL SHARES).
UPON SURRENDER OF A CERTIFICATE FOR CANCELLATION TO THE
EXCHANGE AGENT, TOGETHER WITH SUCH LETTER OF TRANSMITTAL, DULY COMPLETED AND
VALIDLY EXECUTED, AND SUCH OTHER DOCUMENTS AS MAY BE REASONABLY REQUIRED
PURSUANT TO SUCH INSTRUCTIONS, THE HOLDER OF SUCH CERTIFICATE SHALL BE ENTITLED
TO RECEIVE IN EXCHANGE A CERTIFICATE REPRESENTING THE NUMBER OF WHOLE SHARES OF
PARENT COMMON STOCK, PLUS CASH IN LIEU OF FRACTIONAL SHARES IN ACCORDANCE WITH
SECTION 2.1(F), TO WHICH SUCH HOLDER IS ENTITLED PURSUANT TO SECTION 2.1, AND
THE CERTIFICATE SO SURRENDERED SHALL FORTHWITH BE CANCELED.
UNTIL SURRENDERED
AS CONTEMPLATED BY THIS SECTION 2.3, EACH CERTIFICATE THAT, PRIOR TO THE
EFFECTIVE TIME, REPRESENTED SHARES 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 RIGHT TO RECEIVE 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 AN AMOUNT OF CASH IN LIEU OF THE
ISSUANCE OF ANY FRACTIONAL SHARES IN ACCORDANCE WITH SECTION 2.1(F).
(D)
NO DIVIDENDS OR OTHER DISTRIBUTIONS DECLARED
OR MADE AFTER THE EFFECTIVE TIME WITH RESPECT TO PARENT COMMON STOCK WITH A
RECORD DATE AFTER THE EFFECTIVE TIME WILL BE PAID TO THE HOLDER OF ANY
UNSURRENDERED CERTIFICATE WITH RESPECT TO THE SHARES OF PARENT COMMON STOCK
REPRESENTED THEREBY UNTIL THE HOLDER OF RECORD OF SUCH CERTIFICATE SHALL
SURRENDER SUCH CERTIFICATE.
SUBJECT TO APPLICABLE LAW, FOLLOWING SURRENDER OF
ANY SUCH CERTIFICATE, THERE SHALL BE PAID TO THE RECORD HOLDER OF