EFFECTIVE TIME SHALL BE PAID TO PARENT.
ANY STOCKHOLDERS OF THE COMPANY WHO HAVE NOT THERETOFORE COMPLIED WITH THIS
ARTICLE IV SHALL THEREAFTER LOOK ONLY TO PARENT FOR PAYMENT OF THEIR SHARES OF
PARENT COMMON STOCK AND ANY CASH PAYABLE PURSUANT TO SECTIONS 4.1 OR 4.2 UPON
DUE SURRENDER OF THEIR CERTIFICATES (OR AFFIDAVITS OF LOSS IN LIEU THEREOF), IN
EACH CASE, WITHOUT ANY INTEREST THEREON.
NOTWITHSTANDING THE FOREGOING, NONE OF
PARENT, THE SURVIVING CORPORATION, THE EXCHANGE AGENT OR ANY OTHER PERSON SHALL
BE LIABLE TO ANY FORMER HOLDER OF SHARES FOR ANY AMOUNT PROPERLY DELIVERED TO A
PUBLIC OFFICIAL PURSUANT TO APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR
LAWS.
(F)
LOST, STOLEN OR DESTROYED CERTIFICATES.
IN THE EVENT ANY
CERTIFICATE SHALL HAVE BEEN LOST, STOLEN OR DESTROYED, UPON THE MAKING OF AN
AFFIDAVIT OF THAT FACT BY THE PERSON CLAIMING SUCH CERTIFICATE TO BE LOST,
STOLEN OR DESTROYED AND, IF REQUIRED BY PARENT, THE POSTING BY SUCH PERSON OF A
BOND IN CUSTOMARY AMOUNT AS INDEMNITY AGAINST ANY CLAIM THAT MAY BE MADE AGAINST
IT WITH RESPECT TO SUCH CERTIFICATE, THE EXCHANGE AGENT WILL ISSUE IN EXCHANGE
FOR SUCH LOST, STOLEN OR DESTROYED CERTIFICATE THE SHARES OF PARENT COMMON STOCK
AND ANY CASH PAYABLE UPON DUE SURRENDER OF AND DELIVERABLE IN RESPECT OF THE
SHARES REPRESENTED BY SUCH CERTIFICATE PURSUANT TO THIS AGREEMENT.
(G)
DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.
WHENEVER A
DIVIDEND OR OTHER DISTRIBUTION IS DECLARED BY PARENT IN RESPECT OF PARENT COMMON
STOCK, THE RECORD DATE FOR WHICH IS ON OR AFTER THE DATE OF THE EFFECTIVE TIME,
THAT DECLARATION SHALL INCLUDE SUCH DIVIDENDS OR OTHER DISTRIBUTIONS IN RESPECT
OF ALL PARENT COMMON STOCK ISSUED OR ISSUABLE PURSUANT TO SECTION 4.1(A). NO
DIVIDENDS OR OTHER DISTRIBUTIONS DECLARED ON OR AFTER THE DATE OF THE EFFECTIVE
TIME, OR MADE ON OR AFTER THE DATE OF THE EFFECTIVE TIME WITH A RECORD DATE ON
OR AFTER THE DATE OF THE EFFECTIVE TIME, WITH RESPECT TO PARENT COMMON STOCK
ISSUED OR ISSUABLE IN CONNECTION WITH THIS AGREEMENT SHALL BE PAID TO THE HOLDER
OF ANY UNSURRENDERED CERTIFICATE, AND AS WELL NO MERGER CONSIDERATION SHALL BE
PAID TO ANY SUCH HOLDER, UNTIL SUCH CERTIFICATE IS SURRENDERED AS PROVIDED IN
THIS ARTICLE IV.
PROMPTLY FOLLOWING THE PROPER SURRENDER OF A CERTIFICATE,
THERE SHALL BE PAID, WITHOUT INTEREST, TO THE PERSON IN WHOSE NAME PARENT COMMON
STOCK HAVE BEEN OR WILL BE REGISTERED (IF AND TO THE EXTENT PARENT COMMON STOCK
ARE PAYABLE IN RESPECT OF SUCH CERTIFICATE) ANY DIVIDENDS OR OTHER DISTRIBUTIONS
WITH A RECORD DATE ON OR AFTER THE DATE OF THE EFFECTIVE TIME AND WHICH HAVE
THEN BEEN PREVIOUSLY PAID, WITH RESPECT TO THE NUMBER OF WHOLE PARENT COMMON
STOCK REGISTERED IN THE NAME OF SUCH PERSON, LESS THE AMOUNT OF ANY WITHHOLDING
TAXES THAT MAY BE REQUIRED THEREON.
THERE SHALL ALSO BE PAID TO THE HOLDERS OF
PARENT COMMON STOCK ISSUED IN THE MERGER ANY DIVIDENDS OR OTHER DISTRIBUTIONS
WITH (I) A RECORD DATE ON OR AFTER THE DATE