SHALL BE IN A FORM AND HAVE SUCH OTHER
PROVISIONS AS THE COMPANY MAY SPECIFY) AND (II) INSTRUCTIONS FOR USE IN
EFFECTING THE SURRENDER OF THE CERTIFICATES AND COMPANY OPTIONS IN EXCHANGE FOR
THE MERGER CONSIDERATION OR OPTION CONSIDERATION, AS APPLICABLE. UPON SURRENDER
OF A CERTIFICATE OR COMPANY OPTION FOR CANCELLATION TO THE PAYING AGENT OR TO
SUCH OTHER AGENT OR AGENTS AS MAY BE APPOINTED BY THE COMPANY, TOGETHER WITH
SUCH LETTER OF TRANSMITTAL, DULY EXECUTED, AND SUCH OTHER DOCUMENTS AS MAY
REASONABLY BE REQUIRED BY THE PAYING AGENT, THE HOLDER OF SUCH CERTIFICATE OR
COMPANY OPTION, AS THE CASE MAY BE, SHALL BE ENTITLED TO RECEIVE IN EXCHANGE
THEREFOR THE AMOUNT OF CASH INTO WHICH THE SHARES
6
THERETOFORE REPRESENTED BY SUCH CERTIFICATE OR COMPANY OPTION, AS THE CASE MAY
BE, SHALL HAVE BEEN CONVERTED PURSUANT TO SECTION 3.01, AND THE CERTIFICATE OR
COMPANY OPTION, AS THE CASE MAY BE, SO SURRENDERED SHALL FORTHWITH BE CANCELED.
IN THE EVENT OF A TRANSFER OF OWNERSHIP OF SHARES THAT IS NOT REGISTERED IN THE
TRANSFER RECORDS OF THE COMPANY, PAYMENT MAY BE MADE TO A PERSON OTHER THAN THE
PERSON IN WHOSE NAME THE CERTIFICATE SO SURRENDERED IS REGISTERED, IF SUCH
CERTIFICATE SHALL BE PROPERLY ENDORSED OR OTHERWISE BE IN PROPER FORM FOR
TRANSFER AND THE PERSON REQUESTING SUCH PAYMENT SHALL PAY ANY TRANSFER OR OTHER
TAXES REQUIRED BY REASON OF THE PAYMENT TO A PERSON OTHER THAN THE REGISTERED
HOLDER OF SUCH CERTIFICATE OR ESTABLISH TO THE SATISFACTION OF THE SURVIVING
CORPORATION THAT SUCH TAX HAS BEEN PAID OR IS NOT APPLICABLE. UNTIL SURRENDERED
AS CONTEMPLATED BY THIS SECTION 3.02, EACH CERTIFICATE AND COMPANY OPTION SHALL
BE DEEMED AT ANY TIME AFTER THE EFFECTIVE TIME TO REPRESENT ONLY THE RIGHT TO
RECEIVE UPON SUCH SURRENDER THE MERGER CONSIDERATION OR OPTION CONSIDERATION,
RESPECTIVELY, WITHOUT INTEREST.
NO INTEREST WILL BE PAID OR WILL ACCRUE ON THE
MERGER CONSIDERATION OR OPTION CONSIDERATION.
(C)
RETURN OF FUNDS.
AT ANY TIME FOLLOWING SIX MONTHS AFTER THE
EFFECTIVE TIME, THE SURVIVING CORPORATION SHALL BE ENTITLED TO REQUIRE THE
PAYING AGENT TO DELIVER TO IT ANY FUNDS (INCLUDING ANY INTEREST AND OTHER INCOME
RECEIVED WITH RESPECT THERETO) WHICH HAS BEEN MADE AVAILABLE TO THE PAYING AGENT
AND WHICH HAVE NOT BEEN DISBURSED TO HOLDERS OF CERTIFICATES OR COMPANY OPTIONS,
AS THE CASE MAY BE, AND THEREAFTER SUCH HOLDERS SHALL BE ENTITLED TO LOOK TO THE
SURVIVING CORPORATION (SUBJECT TO ABANDONED PROPERTY, ESCHEAT OR OTHER SIMILAR
LAWS) ONLY AS GENERAL CREDITORS THEREOF WITH RESPECT TO THE MERGER CONSIDERATION
OR THE OPTION CONSIDERATION, AS THE CASE MAY BE, PAYABLE UPON DUE SURRENDER OF
THEIR CERTIFICATES OR COMPANY OPTIONS, AS THE CASE MAY BE.
(D)
NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK OR COMPANY
OPTIONS.
ALL CASH PAID UPON THE SURRENDER OF CERTIFICATES OR COMPANY OPTIONS IN
ACCORDANCE WITH THE TERMS OF THIS ARTICLE III SHALL BE DEEMED TO HAVE BEEN PAID
IN FULL SATISFACTION OF ALL RIGHTS PERTAINING TO (I) THE SHARES OF COMPANY
COMMON STOCK