PURSUANT TO THIS SECTION 3.4 THAT REMAINS
UNDISTRIBUTED TO HOLDERS OF COMPANY SHARES SIX (6) MONTHS AFTER THE EFFECTIVE
TIME.
HOLDERS OF CERTIFICATES WHO HAVE NOT COMPLIED WITH THIS SECTION 3.4 PRIOR
TO THE DEMAND BY THE SURVIVING CORPORATION SHALL THEREAFTER LOOK ONLY TO PARENT
AND THE SURVIVING CORPORATION FOR PAYMENT OF ANY CLAIM TO THE MERGER
CONSIDERATION.
(F)
NONE OF ACQUIROR, PARENT, THE SURVIVING CORPORATION OR THE
EXCHANGE AGENT SHALL BE LIABLE TO ANY PERSON IN RESPECT OF ANY COMPANY SHARES
(OR DIVIDENDS OR DISTRIBUTIONS WITH RESPECT THERETO) FOR ANY AMOUNTS PAID TO A
PUBLIC OFFICIAL PURSUANT TO ANY APPLICABLE ABANDONED PROPERTY, ESCHEAT OR
SIMILAR LAW.
(G)
EACH OF THE SURVIVING CORPORATION AND EXCHANGE AGENT SHALL BE
ENTITLED TO DEDUCT AND WITHHOLD FROM THE MERGER CONSIDERATION OR AMOUNTS
OTHERWISE PAYABLE HEREUNDER TO ANY PERSON (INCLUDING AMOUNTS PAYABLE UNDER
ARTICLE 3) ANY AMOUNTS THAT IT IS REQUIRED TO DEDUCT AND WITHHOLD WITH RESPECT
TO PAYMENT UNDER ANY APPLICABLE PROVISION OF FEDERAL, STATE, LOCAL OR FOREIGN
INCOME TAX LAW AND SHALL MAKE ANY REQUIRED FILINGS WITH THE APPROPRIATE TAX
AUTHORITIES WITH RESPECT TO SUCH WITHHOLDING.
TO THE EXTENT THAT THE SURVIVING
CORPORATION OR EXCHANGE AGENT WITHHOLDS THOSE AMOUNTS, THE WITHHELD AMOUNTS
SHALL BE TREATED FOR ALL PURPOSES OF THIS AGREEMENT AS HAVING BEEN PAID TO THE
HOLDER OF COMPANY SHARES IN RESPECT OF WHICH DEDUCTION AND WITHHOLDING WAS MADE
BY THE SURVIVING CORPORATION OR EXCHANGE AGENT, AS THE CASE MAY BE.
(H)
IF ANY CERTIFICATE HAS BEEN OR IS CLAIMED TO HAVE BEEN LOST,
STOLEN OR DESTROYED, UPON THE MAKING OF AN AFFIDAVIT OF THAT FACT BY THE PERSON
CLAIMING THAT A CERTIFICATE HAS BEEN LOST, STOLEN OR DESTROYED AND, IF REQUIRED
BY THE SURVIVING CORPORATION, THE POSTING BY SUCH PERSON OF A BOND, IN SUCH
REASONABLE AMOUNT AS THE SURVIVING CORPORATION MAY DIRECT, AS INDEMNITY AGAINST
ANY CLAIM THAT MAY BE MADE AGAINST IT WITH RESPECT TO THAT CERTIFICATE, THE
EXCHANGE AGENT WILL DELIVER TO SUCH PERSON IN EXCHANGE FOR SUCH LOST, STOLEN OR
DESTROYED CERTIFICATE, THE PROPER AMOUNT OF THE MERGER CONSIDERATION.
3.5.
COMPANY STOCK OPTIONS AND OTHER AWARDS.
(A)
EACH OUTSTANDING COMPANY OPTION SHALL AUTOMATICALLY BE CONVERTED
AT THE EFFECTIVE TIME, PURSUANT TO THE TERMS THEREOF, INTO THE RIGHT TO RECEIVE
A CASH PAYMENT FROM THE SURVIVING CORPORATION, PAYABLE AS SOON AS PRACTICABLE
FOLLOWING THE VESTING AND EXERCISE OF THE COMPANY OPTION, EQUAL TO AN AMOUNT PER
COMPANY SHARE SUBJECT TO SUCH COMPANY OPTION EQUAL TO THE EXCESS, IF ANY, OF (I)
THE MERGER CONSIDERATION OVER (II) THE EXERCISE PRICE PER COMPANY SHARE SUBJECT
TO SUCH VESTED AND EXERCISED COMPANY OPTION, LESS ANY APPLICABLE WITHHOLDING
TAXES (THE "OPTION CONSIDERATION").
OUTSTANDING UNVESTED COMPANY OPTIONS WILL
CONTINUE TO VEST AND BECOME EXERCISABLE FOR THE OPTION CONSIDERATION IN
ACCORDANCE WITH THE TERMS OF THE CONTRACT BETWEEN THE COMPANY AND THE HOLDER IN
EFFECT AS OF THE DATE HEREOF EVIDENCING SUCH COMPANY OPTION.
THE SURVIVING
CORPORATION AND PARENT SHALL TAKE ALL CORPORATE ACTION NECESSARY TO RESERVE
SUFFICIENT CASH FOR PAYMENT UPON THE