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200209214 (b) each Share held by Ibe Company as treasury stack (other shut Sham in an Employee Plan of the Company) or owned by Poem or my of its Subsidiaries immediately prior to the Effective Tune shall be canceled, and no payment shall be made with respect thereto: and (c) each sham of common stock of Merger Subsidiary outstanding immediately prior to the Effective Tune shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privilege as the sham so conversed and shall constitute the only outstanding sham of •,capital stock of the Surviving Corporation. S=oN 3.03. Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent-) for she purpose of exchanging certificates representing Sham (the "Certificates ") for the Merger Consideration. Parent will make available to the Exchange Agent. as needed, the Merger Consideration to be paid in respect of the Shares. Promptly after the Effective Time. Parent will send. or will cause the Exchange Agent to send, to each holder of Sham at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected. and risk of loss and tide shall pass. only upon proper delivery of the Certficams to the Exchange Agent) for use in such exchange. (b) Each holder of Sham dust have been converted into the right to receive the Merger Consideration will be entitled to receive, upon sumnder to the Exchange Agent of a Certificate. together with a properly completed later of transmittal, the Merger Consideration in mpecs of due Sham represented by such Certificate. Until so surrendered. each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (c) If my portion of the Mager Consideration is to be paid to a Person Other than the Person in whom name the Certificate is regimmsd. it shall be a condition to such payment that the Certificate in surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent my transfer or other axes required as a resuht of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effxtve Time. there shall be no further egistratico of transfers of Sham. if, after the Effective Time. Certihrams ere presented to the Surviving Corporation. they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures its forth, in this Article. (e) Any potion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and my inmost or ad= income earned i mreon) that remains uuchumed by the holders of Sham six months after the Effective lime shall be returned to Surviving Cospontion, upon demand. and my such holder who has not exchanged them for the Merger Consideration in accordance with this Section prior to that time shall timelfer look only to the Patent for payment of the Merger Consideration in respect of such Shares without my intent thereon Nawithsanding the foregoing, Parent shall not be liable to my holder of Sham for my summit paid to a public official pursuant to applicable abandoned property, emb"t or similar laws. Any amoumb nun liming acclaimed by holden of Sheen two years after the Effects" Thus (or such earlier date immediately prior to such time when the amounts would otherwise eschas to or become property Of any governmental authority) shelf became, to the extent permitted by applicabk law, the property of Surviving Corporation free and clear of my claims or inheres[ of my Perron previously entitled therms. (f) No dividends or other distributions with respect to Parent Stock constituting pert of the Merger Consideration, and m cash payment in lieu of fractional sham as provided in Section 3.07, shall be paid to the holder of my unsur[eoders d Certificates until such Certificam see surrendered ea provided in this Section. Following such surrender, there shall be paid. without insert, to the Person in whose name the securities of Parent have been egistaed, (i) at the mire of such surrender the amount of my cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 3.07 and the amount of all dividends or A -8