TO THE
PRODUCT OF (X) THE NUMBER OF SHARES REPRESENTED BY SUCH HOLDER'S PROPERLY
SURRENDERED CERTIFICATES (OR EFFECTIVE AFFIDAVITS OF LOSS IN LIEU THEREOF) OR
BOOK-ENTRY SHARES MULTIPLIED BY (Y) THE MERGER CONSIDERATION.
NO INTEREST WILL
BE PAID OR ACCRUED ON ANY AMOUNT PAYABLE UPON DUE SURRENDER OF CERTIFICATES OR
BOOK-ENTRY SHARES.
IN THE EVENT OF A TRANSFER OF OWNERSHIP OF SHARES THAT IS
NOT REGISTERED IN THE TRANSFER RECORDS OF THE COMPANY, A CHECK FOR ANY CASH TO
BE PAID UPON DUE SURRENDER OF THE CERTIFICATE MAY BE PAID TO SUCH A TRANSFEREE
IF THE CERTIFICATE FORMERLY REPRESENTING SUCH SHARES IS PRESENTED TO THE PAYING
AGENT, ACCOMPANIED BY ALL DOCUMENTS REQUIRED TO EVIDENCE AND EFFECT SUCH
TRANSFER AND TO EVIDENCE THAT ANY APPLICABLE STOCK TRANSFER TAXES (AS
HEREINAFTER DEFINED) HAVE BEEN PAID OR ARE NOT APPLICABLE.
(III)
THE PAYING AGENT OR THE SURVIVING CORPORATION SHALL BE ENTITLED
TO DEDUCT AND WITHHOLD FROM THE CONSIDERATION OTHERWISE PAYABLE UNDER THIS
AGREEMENT TO ANY HOLDER OF SHARES OR HOLDER OF COMPANY STOCK OPTIONS OR COMPANY
STOCK-BASED AWARDS, SUCH AMOUNTS AS ARE REQUIRED TO BE WITHHELD OR DEDUCTED
UNDER THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") OR ANY PROVISION OF
APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN TAX LAW WITH RESPECT TO THE MAKING
OF SUCH PAYMENT.
TO THE EXTENT THAT AMOUNTS ARE SO WITHHELD OR DEDUCTED AND
PAID OVER TO THE APPLICABLE GOVERNMENTAL ENTITY (AS HEREINAFTER DEFINED), SUCH
WITHHELD OR DEDUCTED AMOUNTS SHALL BE TREATED FOR ALL PURPOSES OF THIS AGREEMENT
AS HAVING BEEN PAID TO THE HOLDER OF THE SHARES OR HOLDER OF THE COMPANY STOCK
OPTIONS OR COMPANY STOCK-BASED AWARDS, IN RESPECT OF WHICH SUCH DEDUCTION AND
WITHHOLDING WERE MADE.
(C)
CLOSING OF TRANSFER BOOKS.
AT THE EFFECTIVE TIME, THE STOCK
TRANSFER BOOKS OF THE COMPANY SHALL BE CLOSED, AND THERE SHALL BE NO FURTHER
REGISTRATION OF TRANSFERS ON THE STOCK TRANSFER BOOKS OF THE SURVIVING
CORPORATION OF THE SHARES THAT WERE OUTSTANDING IMMEDIATELY PRIOR TO THE
EFFECTIVE TIME.
IF, AFTER THE EFFECTIVE TIME, CERTIFICATES ARE PRESENTED TO THE
SURVIVING CORPORATION FOR TRANSFER, THEY SHALL BE CANCELLED AND EXCHANGED FOR A
CHECK IN THE PROPER AMOUNT PURSUANT TO THIS ARTICLE II.
(D)
TERMINATION OF EXCHANGE FUND.
ANY PORTION OF THE EXCHANGE FUND
(INCLUDING THE PROCEEDS OF ANY INVESTMENTS THEREOF) THAT REMAINS UNDISTRIBUTED
TO THE FORMER HOLDERS OF SHARES FOR ONE YEAR AFTER THE EFFECTIVE TIME SHALL BE
DELIVERED TO THE SURVIVING CORPORATION UPON DEMAND, AND ANY FORMER HOLDERS OF
SHARES WHO HAVE NOT SURRENDERED THEIR SHARES IN ACCORDANCE WITH SECTION 2.2
SHALL THEREAFTER LOOK ONLY TO THE SURVIVING CORPORATION AS GENERAL UNSECURED
CREDITORS OF THE SURVIVING CORPORATION FOR PAYMENT OF THEIR CLAIM FOR THE MERGER
CONSIDERATION, WITHOUT ANY INTEREST THEREON, UPON DUE SURRENDER OF THEIR SHARES.
6
(E)
NO LIABILITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
NONE OF THE COMPANY, THE ESOP, MERGER SUB, THE SURVIVING CORPORATION, THE PAYING
AGENT OR ANY OTHER PERSON SHALL BE LIABLE TO ANY FORMER HOLDER OF SHARES FOR ANY
AMOUNT PROPERLY DELIVERED TO