Common use of Dividends, Fractional Shares, Etc Clause in Contracts

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Company Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Common Stock, less the amount of any withholding taxes that may be required thereon. (b) At or after the Effective Time, there shall be no transfer on the stock transfer books of the Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration, if any, deliverable in respect thereof pursuant to this Agreement. A1-6 (c) No fractional shares of Purchaser Common Stock shall be issued pursuant to the Merger. In lieu of the issuance of any fractional share of Purchaser Common Stock pursuant to the Merger, cash adjustments shall be paid to holders in respect of any fractional share of Purchaser Common Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to the product of such fractional amount and the Average Stock Price. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Common Stock) that remains unclaimed by the former stockholders of the Company one year after the Effective Time shall be delivered to the Purchaser. Any former stockholder of the Company who has not theretofore complied with this Article 2 shall thereafter look only to the Surviving Corporation and the Purchaser for payment of the applicable Merger Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Purchaser Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (e) None of the Purchaser, the Company, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned or unclaimed property, escheat or similar laws. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the Purchaser, the posting by such person of a bond in such reasonable amount as the Purchaser may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Common Stock, as provided in this Section 2.5, deliverable in respect thereof pursuant to this Agreement.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Acquiror Common Stock Shares shall be paid with respect to any shares of Company whole Acquiror Common Stock Shares represented by a Company Certificate, Certificate until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Acquiror Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Acquiror Common Stock Shares and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Acquiror Common StockShares, less the amount of any withholding taxes that which may be required thereon. (b) At or after the Effective Time, there shall be no transfer transfers on the stock transfer books of the Company of the shares of Company Common Stock that Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates Company Certificates representing any such shares are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for certificates for the Merger Consideration, if any, Consideration deliverable in respect thereof pursuant to this AgreementAgreement in accordance with the procedures set forth in this Article IV. A1-6Company Certificates surrendered for exchange by any Person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act shall not be exchanged until Acquiror has received a written agreement from such Person as provided in Section 6.8. (ci) No certificates or scrip evidencing fractional shares of Purchaser Acquiror Common Stock Shares shall be issued pursuant upon the surrender for exchange of Company Certificates, and such fractional share interests will not entitle the owner thereof to the Mergervote or to any rights of a stockholder of Acquiror. In lieu of any such fractional shares, the issuance Exchange Agent shall, on behalf of any all holders of fractional share Acquiror Common Shares, as soon as practicable after the Effective Time, aggregate all such fractional interests (collectively, the "Fractional Shares") and, at Acquiror's option, such Fractional Shares shall be purchased by Acquiror or otherwise sold by the Exchange Agent as agent for the holders of Purchaser Common Stock pursuant such Fractional Shares, in either case at the then prevailing price on the NYSE, all in the manner provided hereinafter. Until the net proceeds of such sale or sales have been distributed to the Mergerholders of Fractional Shares, cash adjustments the Exchange Agent shall retain such proceeds in trust for the benefit of such holders. Acquiror shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Fractional Shares. (ii) To the extent not purchased by Acquiror, the sale of the Fractional Shares by the Exchange Agent shall be executed on the NYSE or through one or more member firms of the NYSE and will be executed in round lots to the extent practicable. In either case, the Exchange Agent will determine the portion, if any, of the net proceeds of such sale to which each holder of Fractional Shares is entitled, by multiplying the amount of the aggregate net proceeds of the sale of the Fractional Shares by a fraction, the numerator of which is the amount of Fractional Shares to which such holder is entitled and the denominator of which is the aggregate amount of Fractional Shares to which all holders of Fractional Shares are entitled. (iii) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Fractional Shares in respect of any fractional share of Purchaser Common Stock that would otherwise be issuable, and the amount lieu of such cash adjustment Fractional Shares, the Exchange Agent shall mail such amounts, without interest, to such holders; provided, however, that no such amount will be equal paid to any holder -------- ------- of such Fractional Shares prior to the product surrender by such holder of the Company Certificates formerly representing such fractional amount and the Average Stock Priceholder's Shares. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Common Stock) that remains unclaimed by undistributed to the former stockholders holders of the Company one year Shares for six months after the Effective Time shall be delivered to the Purchaser. Any former stockholder Acquiror, upon demand, and any holders of the Company Shares who has have not theretofore complied with this Article 2 IV shall thereafter look only to Acquiror for the Surviving Corporation and the Purchaser for payment of the applicable Merger Consideration, net cash in lieu proceeds from the sale of fractional shares Fractional Shares and unpaid dividends and distributions on the Purchaser Acquiror Common Stock deliverable Shares to which they are entitled. All interest accrued in respect of each share the Exchange Fund shall inure to the benefit of Company Common Stock such stockholder holds as determined pursuant and be paid to this Agreement, in each case without any interest thereonAcquiror. (e) None of the PurchaserAcquiror, the Company, Merger Sub, the Surviving Corporation, Company or the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock Shares for any amount properly Acquiror Common Shares, net cash proceeds from the sale of Fractional Shares or unpaid dividends or distributions with respect to Acquiror Common Shares from the Exchange Fund delivered to a public official pursuant to any applicable abandoned or unclaimed property, escheat or similar law. If any Company Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Acquiror Common Shares, net cash proceeds from the sale of Fractional Shares or unpaid dividends or distributions with respect to Acquiror Common Shares in respect of such Company Certificates would otherwise escheat to or become the property of any governmental authority), any such Acquiror Common Shares, cash or unpaid dividends or distributions in respect of such Company Certificates shall, to the extent permitted by applicable laws, become the property of the Surviving Corporation. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the PurchaserAcquiror, the posting by such person Person of a bond in such reasonable amount as the Purchaser Acquiror may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall (or Acquiror, as the case may be) will issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Acquiror Common Stock, as provided in this Section 2.5, Shares deliverable in respect thereof pursuant to this Agreement. (g) Acquiror shall be entitled to, or shall be entitled to cause the Exchange Agent to, deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Acquiror or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Acquiror or the Exchange Agent.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Company Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Common Stock, less the amount of any withholding taxes that which may be required thereon. (b) At or after the Effective Time, there shall be no transfer transfers on the stock transfer books of the Company of the shares of Company Common Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for certificates for the Merger Consideration, if any, consideration deliverable in respect thereof pursuant to this AgreementAgreement in accordance with the procedures set forth in this Article 2. A1-6Company Certificates surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), shall not be exchanged until the Purchaser has received a written agreement from such person as provided in Section 5.9. (c) No fractional shares of Purchaser Common Stock shall be issued pursuant to the Merger, and such fractional interests shall not entitle the owners thereof to vote, to receive dividends or to exercise any other right of a stockholder with respect to such fractional interest. In lieu of the issuance of any fractional share of Purchaser Common Stock pursuant to the Merger, cash adjustments each holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Purchaser Stock upon surrender of Company Certificates pursuant to Section 2.3(c) hereof shall be paid cash (rounded to holders the nearest cent, $.005 to be rounded to $.01) upon surrender in respect of any fractional share of Purchaser Common Stock that would otherwise be issuable, and the an amount of such cash adjustment shall be equal to such fraction times the product closing sale price of the Purchaser Stock on the Nasdaq National Market ("Nasdaq") on the day of the Effective Time, or, if the Purchaser Stock is not traded on such fractional amount and day, such closing price on the Average Stock Pricenext preceding day on which such stock was traded on Nasdaq. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Common Stock) that remains unclaimed by the former stockholders of the Company one year six months after the Effective Time shall be delivered to the Purchaser. Any former stockholder of the Company who has not theretofore complied with this Article 2 shall thereafter look only to the Surviving Corporation and the Purchaser for payment of the applicable Merger Stock Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Purchaser Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (e) None of the Purchaser, the Company, Merger SubNEWCO, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned or unclaimed property, escheat or similar laws. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the Purchaser, the posting by such person of a bond in such reasonable amount as the Purchaser may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Stock Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Common Stock, Stock as provided in this Section 2.52.4, deliverable in respect thereof pursuant to this Agreement.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Acquiror Common Stock Shares shall be paid with respect to any shares of Company whole Acquiror Common Stock Shares represented by a Company Certificate, Certificate until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Acquiror Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Acquiror Common Stock Shares and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Acquiror Common StockShares, less the amount of any withholding taxes that which may be required thereon. (b) At or after the Effective Time, there shall be no transfer transfers on the stock transfer books of the Company of the shares of Company Common Stock that Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates Company Certificates representing any such shares are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for certificates for the Merger Consideration, if any, Consideration deliverable in respect thereof pursuant to this AgreementAgreement in accordance with the procedures set forth in this Article IV. A1-6Company Certificates surrendered for exchange by any Person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act shall not be exchanged until Acquiror has received a written agreement from such Person as provided in Section 6.8. (ci) No certificates or scrip evidencing fractional shares of Purchaser Acquiror Common Stock Shares shall be issued pursuant upon the surrender for exchange of Company Certificates, and such fractional share interests will not entitle the owner thereof to the Mergervote or to any rights of a stockholder of Acquiror. In lieu of any such fractional shares, the issuance Exchange Agent shall, on behalf of any all holders of fractional share Acquiror Common Shares, as soon as practicable after the Effective Time, aggregate all such fractional interests collectively, the "Fractional Shares") and, at Acquiror's option, such Fractional Shares shall be purchased by Acquiror or otherwise sold by the Exchange Agent as agent for the holders of Purchaser Common Stock pursuant such Fractional Shares, in either case at the then prevailing price on the NYSE, all in the manner provided hereinafter. Until the net proceeds of such sale or sales have been distributed to the Mergerholders of Fractional Shares, cash adjustments the Exchange Agent shall retain such proceeds in trust for the benefit of such holders. Acquiror shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Fractional Shares. (ii) To the extent not purchased by Acquiror, the sale of the Fractional Shares by the Exchange Agent shall be executed on the NYSE or through one or more member firms of the NYSE and will be executed in round lots to the extent practicable. In either case, the Exchange Agent will determine the portion, if any, of the net proceeds of such sale to which each holder of Fractional Shares is entitled, by multiplying the amount of the aggregate net proceeds of the sale of the Fractional Shares by a fraction, the numerator of which is the amount of Fractional Shares to which such holder is entitled and the denominator of which is the aggregate amount of Fractional Shares to which all holders of Fractional Shares are entitled. (iii) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Fractional Shares in respect of any fractional share of Purchaser Common Stock that would otherwise be issuable, and the amount lieu of such cash adjustment Fractional Shares, the Exchange Agent shall mail such amounts, without interest, to such holders; provided, however, that no such amount will be equal paid to any holder of such Fractional Shares prior to the product surrender by such holder of the Company Certificates formerly representing such fractional amount and the Average Stock Priceholder's Shares. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Common Stock) that remains unclaimed by undistributed to the former stockholders holders of the Company one year Shares for six months after the Effective Time shall be delivered to the Purchaser. Any former stockholder Acquiror, upon demand, and any holders of the Company Shares who has have not theretofore complied with this Article 2 IV shall thereafter look only to Acquiror for the Surviving Corporation and the Purchaser for payment of the applicable Merger Consideration, net cash in lieu proceeds from the sale of fractional shares Fractional Shares and unpaid dividends and distributions on the Purchaser Acquiror Common Stock deliverable Shares to which they are entitled. All interest accrued in respect of each share the Exchange Fund shall inure to the benefit of Company Common Stock such stockholder holds as determined pursuant and be paid to this Agreement, in each case without any interest thereonAcquiror. (e) None of the PurchaserAcquiror, the Company, Merger Sub, the Surviving Corporation, Company or the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock Shares for any amount properly Acquiror Common Shares, net cash proceeds from the sale of Fractional Shares or unpaid dividends or distributions with respect to Acquiror Common Shares from the Exchange Fund delivered to a public official pursuant to any applicable abandoned or unclaimed property, escheat or similar law. If any Company Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Acquiror Common Shares, net cash proceeds from the sale of Fractional Shares or unpaid dividends or distributions with respect to Acquiror Common Shares in respect of such Company Certificates would otherwise escheat to or become the property of any governmental authority), any such Acquiror Common Shares, cash or unpaid dividends or distributions in respect of such Company Certificates shall, to the extent permitted by applicable laws, become the property of the Surviving Corporation. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the PurchaserAcquiror, the posting by such person Person of a bond in such reasonable amount as the Purchaser Acquiror may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall (or Acquiror, as the case may be) will issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Acquiror Common Stock, as provided in this Section 2.5, Shares deliverable in respect thereof pursuant to this Agreement. (g) Acquiror shall be entitled to, or shall be entitled to cause the Exchange Agent to, deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Acquiror or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Acquiror or the Exchange Agent.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Parent Common Stock shall will be paid with respect to any shares of Company Common Stock represented by a Company Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall will be paid to the holder of the Purchaser Certificates certificates of Parent Common Stock issued in exchange thereforfor such Certificate, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Parent Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Parent Common Stock, less the amount of any withholding taxes that may be required thereon. (b) At or after the Effective Time, there shall will be no transfer on the stock transfer books of the Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the Surviving Corporation, they shall will be cancelled canceled and exchanged for the Merger Consideration, if any, deliverable in respect thereof pursuant to this Agreement. A1-6. (c) No fractional shares of Purchaser Parent Common Stock shall will be issued pursuant to the Merger. In lieu of the issuance of any fractional share of Purchaser Parent Common Stock pursuant to the Merger, cash adjustments shall will be paid to holders in respect of any fractional share of Purchaser Parent Common Stock that would could otherwise be issuableissuable (each, a "Fractional Share"), and the amount of such cash adjustment shall will be equal to the product of such fractional amount and the Average Stock PricePer Share Merger Consideration. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Parent Common Stock) that remains unclaimed by the former stockholders shareholders of the Company one year six months after the Effective Time shall or for such longer time as Parent will determine will be delivered to the PurchaserParent. Any former stockholder shareholder of the Company who has not theretofore complied with this Article 2 shall I will thereafter look only to the Surviving Corporation and the Purchaser Parent --------- for payment of the applicable Merger Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Purchaser Parent Common Stock deliverable in respect of each share of Company Common Stock such stockholder shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (e) None To the fullest extent permitted by law, none of the PurchaserParent, the Company, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall Person will be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned or unclaimed property, escheat or similar laws. (f) In the event that any Company Certificate shall will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the Purchaser, Parent the posting by such person of a bond in such reasonable amount as the Purchaser Parent may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall will issue in exchange for such lost, lost stolen or destroyed Company Certificate the applicable Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Parent Common Stock, as provided in this Section 2.51.8, deliverable in respect thereof ----------- pursuant to this Agreement. (g) In the event of any change in the Parent Common Stock between the date of this Agreement and the Effective Time by reason of any stock split, stock dividend, subdivision, reclassification, combination, or exchange of Parent Common Stock or the like, the Per Share Merger Consideration, the Exchange Ratio and other terms set forth in this Agreement will be appropriately adjusted.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Company Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Common Stock, less the amount of any withholding taxes that may be required thereon. (b) At or after the Effective Time, there shall be no transfer on the stock transfer books of the Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration, if any, deliverable in respect thereof pursuant to this Agreement. A1-6. (c) No fractional shares of Purchaser Common Stock shall be issued pursuant to the Merger. In lieu of the issuance of any fractional share of Purchaser Common Stock pursuant to the Merger, cash adjustments shall be paid to holders in respect of any fractional share of Purchaser Common Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to the product of such fractional amount and the Average Stock Price. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Common Stock) that remains unclaimed by the former stockholders of the Company one year after the Effective Time shall be delivered to the Purchaser. Any former stockholder of the Company who has not theretofore complied with this Article 2 shall thereafter look only to the Surviving Corporation and the Purchaser for payment of the applicable Merger Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Purchaser Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (e) None of the Purchaser, the Company, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned or unclaimed property, escheat or similar laws. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the Purchaser, the posting by such person of a bond in such reasonable amount as the Purchaser may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Common Stock, as provided in this Section 2.5, deliverable in respect thereof pursuant to this Agreement.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Holding Company Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Company Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Holding Company Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Holding Company Common Stock and not paid, less the amount of any withholding taxes that which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Common Stock, less the amount of any withholding taxes that may be required thereon.A-7 (b) At or after the Effective Time, there shall be no transfer transfers on the stock transfer books of the Purchaser or the Company of the shares of Purchaser Common Stock or Company Common Stock that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the Surviving Corporationsurviving corporations of the Purchaser Merger or the Company Merger, they shall be cancelled and exchanged for certificates for the Merger Considerationconsideration, if any, deliverable in respect thereof pursuant to this AgreementAgreement and the Merger Agreements in accordance with the procedures set forth in this Article 4. A1-6Company Certificates surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until the Purchaser has received a written agreement from such person as provided in Section 7.10. (c) No fractional shares of Purchaser Holding Company Common Stock shall be issued pursuant to the Company Merger. In lieu of the issuance of any fractional share of Purchaser Holding Company Common Stock pursuant to the Company Merger, cash adjustments shall will be paid to holders in respect of any fractional share of Purchaser Holding Company Common Stock that would otherwise be issuable, and the amount of such cash adjustment shall be equal to the product of such fractional amount and the Average Purchaser Common Stock Price. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Holding Company Common Stock) that remains unclaimed by the former stockholders of the Purchaser and the Company one year six months after the Effective Time shall be delivered to the PurchaserHolding Company. Any former stockholder of the Purchaser or the Company who has not theretofore complied with this Article 2 4 shall thereafter look only to the Surviving Corporation and the Purchaser applicable surviving corporation for payment of the applicable Merger Considerationmerger consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Purchaser Holding Company Common Stock deliverable in respect of each share of Purchaser Common Stock or Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (e) None of the Purchaser, the Company, Merger Subthe Holding Company, the Surviving Corporationsurviving corporations of the Mergers, the Exchange Agent or any other person shall be liable to any former holder of shares of Purchaser Common Stock or Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned or unclaimed property, escheat or similar laws. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the PurchaserHolding Company, the posting by such person of a bond in such reasonable amount as the Purchaser Holding Company may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall will issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Considerationmerger consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Holding Company Common Stock, Stock as provided in this Section 2.54.7, deliverable in respect thereof pursuant to this Agreement and the Company Merger Agreement.

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Purchaser Parent Common Stock shall be paid with respect to any shares of Company Common Stock represented by a Company Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Purchaser Certificates certificates for Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Purchaser Parent Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Purchaser Parent Common Stock, less the amount of any withholding taxes that may be required thereon. (b) At or after the Effective Time, there shall be no transfer on the stock transfer books of the Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the Surviving Corporation, they shall be cancelled canceled and exchanged for the Merger Consideration, if any, deliverable in respect thereof pursuant to this Agreement. A1-6. (c) No fractional shares of Purchaser Parent Common Stock shall be issued pursuant to the Merger. In lieu of the issuance of any fractional share of Purchaser Parent Common Stock pursuant to the Merger, cash adjustments shall be paid to holders in respect of any fractional share of Purchaser Parent Common Stock that would could otherwise be issuable, and the amount of such cash adjustment shall be equal to the product of such fractional amount and the Average Stock Price. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any shares of Purchaser Parent Common Stock) that remains unclaimed by the former stockholders of the Company one year six months after the Effective Time or for such longer time as Parent shall determine shall be delivered to the PurchaserParent. Any former stockholder of the Company who has not theretofore complied with this Article 2 I shall thereafter look only to the Surviving Corporation and the Purchaser Parent for payment of the applicable Merger Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Purchaser Parent Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (e) None of the Purchaser, the Company, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned or unclaimed property, escheat or similar laws. (f) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by the PurchaserParent, the posting by such person of a bond in such reasonable amount as the Purchaser Parent may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Purchaser Parent Common Stock, as provided in this Section 2.51.9, deliverable in respect thereof pursuant to this Agreement. (g) In the event of any change in the Parent Common Stock between the date of this Agreement and the Effective Time by reason of any stock split, stock dividend, subdivision, reclassification, combination, exchange of Parent Common Stock or the like, the Merger Consideration, the maximum and minimum prices of the Parent Common Stock used to determine the Average Price, and other terms set forth in this Agreement shall be appropriately adjusted.