SENTENCE OF SECTION 4.1(A)
IN EXCHANGE FOR SHARES OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME UPON
DUE SURRENDER OF THE CERTIFICATES (OR AFFIDAVITS OF LOSS IN LIEU THEREOF)
PURSUANT TO THE PROVISIONS OF THIS ARTICLE IV.
PARENT WILL PROMPTLY MAKE
AVAILABLE TO THE EXCHANGE AGENT AS NEEDED ANY DIVIDENDS OR DISTRIBUTIONS WITH
RESPECT TO THE MERGER CONSIDERATION SET FORTH IN SECTION 4.1(A).
SUCH
CERTIFICATES FOR SHARES OF PARENT COMMON STOCK, TOGETHER WITH ANY CASH,
DIVIDENDS OR DISTRIBUTIONS PAYABLE WITH RESPECT THERETO, BEING HEREINAFTER
REFERRED TO AS THE "EXCHANGE FUND".
(B)
EXCHANGE PROCEDURES.
PROMPTLY AFTER THE EFFECTIVE TIME, PARENT
SHALL CAUSE THE EXCHANGE AGENT TO MAIL TO EACH HOLDER OF RECORD OF SHARES (OTHER
THAN HOLDERS OF EXCLUDED SHARES) (I) A LETTER OF TRANSMITTAL SPECIFYING THAT
DELIVERY SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO THE CERTIFICATES SHALL
PASS, ONLY UPON DELIVERY OF THE CERTIFICATES (OR AFFIDAVITS OF LOSS IN LIEU
THEREOF) TO THE EXCHANGE AGENT, SUCH LETTER OF TRANSMITTAL TO BE IN SUCH FORM
AND HAVE SUCH OTHER PROVISIONS AS PARENT AND THE COMPANY MAY REASONABLY AGREE,
AND (II) INSTRUCTIONS FOR USE IN EFFECTING THE SURRENDER OF THE CERTIFICATES IN
EXCHANGE FOR (A) CERTIFICATES REPRESENTING SHARES OF PARENT COMMON STOCK,
(B) ANY CASH IN LIEU OF FRACTIONAL SHARES AND (C) ANY UNPAID DIVIDENDS AND
DISTRIBUTIONS AS CONTEMPLATED BY THIS ARTICLE IV.
SUBJECT TO SECTION 4.2(H),
UPON SURRENDER OF A CERTIFICATE FOR CANCELLATION TO THE EXCHANGE AGENT TOGETHER
WITH SUCH LETTER OF TRANSMITTAL, DULY EXECUTED, THE HOLDER OF SUCH CERTIFICATE
SHALL BE ENTITLED TO RECEIVE IN EXCHANGE THEREFOR (X) A CERTIFICATE REPRESENTING
THAT NUMBER OF WHOLE SHARES OF PARENT COMMON STOCK THAT SUCH HOLDER IS ENTITLED
TO RECEIVE PURSUANT TO THIS ARTICLE IV, (Y) A CHECK IN THE AMOUNT (AFTER GIVING
EFFECT TO ANY REQUIRED TAX WITHHOLDINGS) OF ANY CASH IN LIEU OF FRACTIONAL
SHARES AND (Z) ANY UNPAID DIVIDENDS AND DISTRIBUTIONS AS CONTEMPLATED BY THIS
ARTICLE IV, AND THE CERTIFICATE SO SURRENDERED SHALL FORTHWITH BE CANCELLED.
NO
INTEREST WILL BE PAID OR ACCRUED ON ANY AMOUNT PAYABLE UPON DUE SURRENDER OF THE
CERTIFICATES.
IN THE EVENT OF A TRANSFER OF OWNERSHIP OF SHARES THAT IS NOT
REGISTERED IN THE TRANSFER RECORDS OF THE COMPANY, A CERTIFICATE REPRESENTING
THE PROPER NUMBER OF SHARES OF PARENT
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COMMON STOCK, TOGETHER WITH A CHECK FOR ANY CASH TO BE PAID UPON DUE SURRENDER
OF THE CERTIFICATE MAY BE ISSUED AND/OR PAID TO SUCH A TRANSFEREE IF THE
CERTIFICATE FORMERLY REPRESENTING SUCH SHARES IS PRESENTED TO THE EXCHANGE
AGENT, ACCOMPANIED BY ALL DOCUMENTS REQUIRED TO EVIDENCE AND EFFECT SUCH
TRANSFER AND TO EVIDENCE THAT ANY APPLICABLE STOCK TRANSFER TAXES HAVE BEEN
PAID.
IF ANY CERTIFICATE FOR SHARES OF PARENT COMMON STOCK IS TO BE ISSUED IN A
NAME OTHER THAN THAT IN WHICH THE CERTIFICATE SURRENDERED IN EXCHANGE THEREFOR
IS REGISTERED, IT SHALL BE A CONDITION OF SUCH EXCHANGE THAT THE PERSON (AS
DEFINED BELOW) REQUESTING SUCH EXCHANGE SHALL PAY ANY TRANSFER OR OTHER TAXES
REQUIRED BY REASON OF THE ISSUANCE