AS PRACTICABLE AFTER THE EFFECTIVE TIME BUT NOT LATER
THAN TEN (10) BUSINESS DAYS THEREAFTER, THE SURVIVING CORPORATION SHALL SEND, OR
SHALL CAUSE THE EXCHANGE AGENT TO SEND, TO EACH RECORD HOLDER OF CERTIFICATES
AND EACH HOLDER OF BOOK-ENTRY SHARES A LETTER OF TRANSMITTAL AND INSTRUCTIONS
(WHICH SHALL BE IN CUSTOMARY FORM AND SPECIFY THAT DELIVERY SHALL BE EFFECTED,
AND RISK OF LOSS AND TITLE SHALL PASS, ONLY UPON DELIVERY OF THE CERTIFICATES TO
THE EXCHANGE AGENT OR, IN THE CASE OF BOOK-ENTRY SHARES, UPON ADHERENCE TO THE
PROCEDURES SET FORTH IN THE LETTER OF TRANSMITTAL), FOR USE IN THE EXCHANGE
CONTEMPLATED BY THIS SECTION 3.4.
UPON SURRENDER OF A CERTIFICATE OR BOOK-ENTRY
SHARE TO THE EXCHANGE AGENT, TOGETHER WITH A DULY EXECUTED LETTER OF
TRANSMITTAL, THE HOLDER SHALL BE ENTITLED TO RECEIVE, IN EXCHANGE THEREFOR, THE
MERGER CONSIDERATION AS PROVIDED IN THIS ARTICLE 3 IN RESPECT OF THE COMPANY
SHARES REPRESENTED BY THE CERTIFICATE OR THE BOOK-ENTRY SHARE, AFTER GIVING
EFFECT TO ANY REQUIRED WITHHOLDING TAX.
UNTIL SURRENDERED AS CONTEMPLATED BY
THIS SECTION 3.4, EACH CERTIFICATE AND BOOK-ENTRY SHARE SHALL BE DEEMED AFTER
THE EFFECTIVE TIME TO REPRESENT ONLY THE RIGHT TO RECEIVE THE MERGER
CONSIDERATION.
(C)
ALL CASH PAID UPON SURRENDER OF CERTIFICATES OR BOOK-ENTRY SHARES
IN ACCORDANCE WITH THE TERMS HEREOF SHALL BE DEEMED TO HAVE BEEN ISSUED IN FULL
SATISFACTION OF ALL RIGHTS PERTAINING TO COMPANY SHARES REPRESENTED THEREBY.
FROM AND AFTER THE EFFECTIVE TIME, THE HOLDERS OF CERTIFICATES OR BOOK-ENTRY
SHARES SHALL CEASE TO HAVE ANY RIGHTS WITH RESPECT TO COMPANY SHARES, EXCEPT AS
OTHERWISE PROVIDED HEREIN OR BY APPLICABLE LAW.
AS OF THE EFFECTIVE TIME, THE
STOCK TRANSFER BOOKS OF THE COMPANY SHALL BE CLOSED AND THERE SHALL BE NO
FURTHER REGISTRATION OF TRANSFERS ON THE COMPANY'S STOCK TRANSFER BOOKS OR BY
BOOK-ENTRY OF ANY COMPANY SHARES, OTHER THAN TRANSFERS THAT OCCURRED BEFORE THE
EFFECTIVE TIME.
IF, AFTER THE EFFECTIVE TIME, CERTIFICATES OR BOOK-ENTRY SHARES
ARE PRESENTED TO THE SURVIVING CORPORATION FOR ANY REASON, THEY SHALL BE
CANCELED AND EXCHANGED AS PROVIDED IN THIS SECTION 3.4.
(D)
IF PAYMENT OF THE MERGER CONSIDERATION IN RESPECT OF COMPANY
SHARES IS TO BE MADE TO A PERSON OTHER THAN THE PERSON IN WHOSE NAME A
SURRENDERED CERTIFICATE OR BOOK-ENTRY SHARE IS REGISTERED, IT SHALL BE A
CONDITION TO SUCH PAYMENT THAT THE CERTIFICATE OR BOOK-ENTRY SHARE SO
SURRENDERED SHALL BE PROPERLY ENDORSED OR SHALL BE OTHERWISE IN PROPER FORM FOR
TRANSFER AND THAT THE PERSON REQUESTING SUCH PAYMENT SHALL HAVE PAID ANY
TRANSFER AND OTHER TAXES REQUIRED BY REASON OF SUCH PAYMENT IN A NAME OTHER THAN
THAT OF THE REGISTERED HOLDER OF THE CERTIFICATE OR BOOK-ENTRY SHARE SURRENDERED
OR SHALL HAVE ESTABLISHED TO THE SATISFACTION OF THE SURVIVING CORPORATION OR
THE EXCHANGE AGENT THAT SUCH TAXES EITHER HAVE BEEN PAID OR ARE NOT PAYABLE.
(E)
UPON THE REQUEST OF THE SURVIVING CORPORATION, THE EXCHANGE AGENT
SHALL DELIVER TO THE SURVIVING CORPORATION ANY PORTION OF THE MERGER
CONSIDERATION MADE
16
AVAILABLE TO THE EXCHANGE AGENT