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This excerpt taken from the CVS 8-K filed Aug 13, 2008. Uncertificated
Shares”). Parent or one of its Subsidiaries shall make
available to the Exchange Agent, as needed, the Merger Consideration to be paid
in respect of the Certificates and the Uncertificated
Shares. Promptly after the Effective Time, Parent shall send, or
shall cause the Exchange Agent to send, to each holder of Shares at the
Effective Time a letter of transmittal and instructions (which shall specify
that the delivery shall be effected, and risk of loss and title shall pass, only
upon proper delivery of the Certificates or transfer of the Uncertificated
Shares to the Exchange Agent) for use in such exchange.
(b) Each
holder of Shares that have been converted into the right to receive the Merger
Consideration shall be entitled to receive, upon (i) surrender to the
Exchange Agent of a Certificate, together with a properly completed letter of
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transmittal,
or (ii) receipt of an “agent’s message” by the Exchange Agent (or such
other evidence, if any, of transfer as the Exchange Agent may reasonably
request) in the case of a book-entry transfer of Uncertificated Shares, the
Merger Consideration payable for each Share represented by a Certificate or for
each Uncertificated Share. Until so surrendered or transferred, as
the case may be, each such Certificate or Uncertificated Share shall represent
after the Effective Time for all purposes only the right to receive the Merger
Consideration.
(c) If
any portion of the Merger Consideration is to be paid to a Person other than the
Person in whose name the surrendered Certificate or the transferred
Uncertificated Share is registered, it shall be a condition to such payment
that (i) either such Certificate shall be properly endorsed or shall
otherwise be in proper form for transfer or such Uncertificated Share shall be
properly transferred and (ii) the Person requesting such payment shall pay
to the Exchange Agent any transfer or other Taxes required as a result of such
payment to a Person other than the registered holder of such Certificate or
Uncertificated Share or establish to the satisfaction of the Exchange Agent that
such Tax has been paid or is not payable.
(d) After
the Effective Time, there shall be no further registration of transfers of
Shares. If, after the Effective Time, Certificates or Uncertificated
Shares are presented to the Surviving Corporation, they shall be canceled and
exchanged for the Merger Consideration provided for, and in accordance with the
procedures set forth, in this Article 3.
(e) Any
portion of the Merger Consideration made available to the Exchange Agent
pursuant to Section 3.03(a) (and any interest or other income earned thereon)
that remains unclaimed by the holders of Shares six months after the Effective
Time shall be returned to the Surviving Corporation upon demand, and any such
holder who has not exchanged such Shares for the Merger Consideration in
accordance with this Section 3.03 prior to that time shall thereafter look only
to the Surviving Corporation for payment of the Merger Consideration in respect
of such Shares without any interest thereon. Notwithstanding the
foregoing, none of Parent, the Company, the Exchange Agent, the Surviving
Company or any of their respective Affiliates shall be liable to any holder of
Shares for any amount paid to a public official pursuant to applicable abandoned
property, escheat or similar laws. Any amounts remaining unclaimed by
holders of Shares two years after the Effective Time (or such earlier date
immediately prior to such time when the amounts would otherwise escheat to or
become property of any Governmental Authority) shall become, to the extent
permitted by Applicable Law, the property of the Surviving Corporation free and
clear of any claims or interest of any Person previously entitled
thereto.
(f) Any
portion of the Merger Consideration made available to the Exchange Agent
pursuant to Section 3.03(a) to pay for Shares for which appraisal
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rights
have been perfected shall be returned to the Surviving Corporation, upon
demand.
Section
3.05. Stock
Options, Performance Shares and Restricted Shares. (a) At the
Acceptance Time, each then-outstanding option to purchase Shares granted under
any employee stock option or compensation plan or arrangement of the Company (a
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