THE
TREASURY OF THE COMPANY OR BY ANY WHOLLY-OWNED SUBSIDIARY OF THE COMPANY OR
WHICH ARE DISSENTING SHARES) SHALL BE DEEMED SURRENDERED TO THE PAYING AGENT AT
THE EFFECTIVE TIME AND EACH RECORD HOLDER THEREOF SHALL BE ENTITLED TO RECEIVE
THE PER-SHARE MERGER CONSIDERATION MULTIPLIED BY THE NUMBER OF UNCERTIFICATED
SHARES FORMERLY REPRESENTED BY THE ASSOCIATED BOOK-ENTRIES FOR THE RECORD
HOLDER, WITHOUT ANY ACTION ON THE PART OF SUCH HOLDER. THE COMPANY ACKNOWLEDGES
AND AGREES THAT C&T, MERGER SUB AND THE SURVIVING CORPORATION SHALL RELY SOLELY
ON THE STOCK LEDGER OF THE COMPANY AS OF THE EFFECTIVE TIME FOR PURPOSES OF
DETERMINING THE RECORD HOLDERS OF UNCERTIFICATED SHARES. IF THE MERGER
CONSIDERATION (OR ANY PORTION THEREOF) IS TO BE DELIVERED TO ANY PERSON OTHER
THAN THE PERSON IN WHOSE NAME THE BOOK-ENTRY FORMERLY REPRESENTING
UNCERTIFICATED SHARES SURRENDERED THEREFOR IS RECORDED, IT SHALL BE A CONDITION
TO SUCH RIGHT TO RECEIVE SUCH
6
MERGER CONSIDERATION THAT THE UNCERTIFICATED SHARE(S) SO SURRENDERED SHALL BE
PROPERLY ENDORSED OR OTHERWISE BE IN PROPER FORM FOR TRANSFER AND THAT THE
PERSON WHOSE TRANSFERRED SHARES HAVE BEEN SURRENDERED SHALL PAY TO THE PAYING
AGENT ANY TRANSFER OR OTHER SIMILAR TAXES REQUIRED BY REASON OF THE PAYMENT OF
THE MERGER CONSIDERATION TO A PERSON OTHER THAN THE REGISTERED HOLDER OF THE
UNCERTIFIED SHARE(S) SURRENDERED AS INDICATED BY THE BOOK-ENTRY, OR SHALL
ESTABLISH TO THE SATISFACTION OF THE PAYING AGENT THAT SUCH TRANSFER TAX HAS
BEEN PAID OR IS NOT APPLICABLE.
(F)
ALL FUNDS HELD BY THE PAYING AGENT IN THE EXCHANGE FUND FOR
PAYMENT TO THE HOLDERS OF UNSURRENDERED CERTIFICATES (OR UNCERTIFICATED SHARES
NOT PRESENTED FOR PAYMENT) AT THE END OF SIX (6) MONTHS FROM THE EFFECTIVE TIME
SHALL BE RETURNED TO C&T, AFTER WHICH TIME ANY HOLDER OF UNSURRENDERED
CERTIFICATES (OR UNCERTIFICATED SHARES NOT PRESENTED FOR PAYMENT) SHALL LOOK AS
A GENERAL CREDITOR ONLY TO THE SURVIVING CORPORATION FOR PAYMENT OF SUCH FUNDS
TO WHICH SUCH HOLDER MAY BE DUE, SUBJECT TO APPLICABLE LAWS.
(G)
C&T SHALL NOT BE LIABLE TO ANY FORMER HOLDER OF TRANSFERRED SHARES
FOR ANY AMOUNT OF MERGER CONSIDERATION DELIVERED TO A PUBLIC OFFICIAL PURSUANT
TO APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAWS. IF ANY CERTIFICATES
REPRESENTING TRANSFERRED SHARES SHALL NOT HAVE BEEN SURRENDERED (OR IN THE CASE
OF UNCERTIFICATED SHARES HAVE NOT PRESENTED FOR PAYMENT) PRIOR TO TWO (2) YEARS
AFTER THE EFFECTIVE TIME (OR SUCH EARLIER DATE AS SHALL BE IMMEDIATELY PRIOR TO
THE DATE THAT SUCH UNCLAIMED FUNDS WOULD OTHERWISE BECOME SUBJECT TO ANY
ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAWS) UNCLAIMED FUNDS PAYABLE WITH
RESPECT TO SUCH CERTIFICATES (OR UNCERTIFICATED SHARES) SHALL, TO THE EXTENT
PERMITTED BY APPLICABLE LAWS, BECOME THE PROPERTY OF THE SURVIVING CORPORATION,
FREE AND CLEAR OF ALL CLAIMS OR INTEREST OF ANY PERSON PREVIOUSLY ENTITLED
THERETO.
2.04.
Dissenting Shares.
(A)
FOR PURPOSES OF THIS AGREEMENT, THE TERM "DISSENTING SHARES" MEANS
ANY OUTSTANDING SHARES WITH RESPECT TO WHICH DISSENTERS' RIGHTS APPLY UNDER
SECTION 910 OF THE NYBCL AND HELD BY A SHAREHOLDER WHO (I) HAS