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Re: hlniv post# 1557

Monday, 11/24/2008 11:26:43 PM

Monday, November 24, 2008 11:26:43 PM

Post# of 6266
Thats a big filing but did a quick search, it meantioned something about payment within 60 days. Here is the Payment Procedures below..


Payment Procedures


Effective automatically upon completion of the merger, you will have the right to receive the per share merger consideration in cash, without interest and less any applicable withholding tax. We and Lineage selected Union Bank of California, NA to act as paying agent under the merger agreement. Prior to the effective time of the merger, Birdie will enter into an agreement with the paying agent in a form reasonably acceptable to us. Immediately after the effective time of the merger, Birdie will make available (or Lineage will cause the surviving corporation of the merger to make available) to the paying agent cash in an amount sufficient to enable the paying agent to pay the aggregate merger consideration to the holders of shares of our common stock.


Promptly after the effective time of the merger, the paying agent will mail to each record holder of shares, immediately prior to the effective time of the merger, a letter of transmittal and instructions for use in surrendering certificates (for certificated shares) or shares you may hold represented by book entry in exchange for the merger consideration. No stockholder should surrender any certificates until the stockholder receives the letter of transmittal and other materials for such surrender. Upon surrender of a stock certificate (for certificated shares) for cancellation to the paying agent, together with a letter of transmittal, duly completed and executed in accordance with the instructions, and such other customary documents as the paying agent may require, or upon surrender of book entry shares, the holder of such shares will be entitled to receive the merger consideration into which the number of such shares will have been converted pursuant to the merger agreement, without any interest thereon. The surrendered certificates or book entry shares will be cancelled.


If payment of the merger consideration is to be made to a person other than the person in whose name a surrendered certificate or instrument is registered, it will be a condition to such payment that the certificate or instrument so surrendered will be properly endorsed or will be otherwise in proper form for transfer and that the person requesting such payment will have paid all taxes required by reason of such payment in a name other than that of the registered holder of the certificate or instrument surrendered or will have established to the satisfaction of the Lineage that such tax is not payable.


In the event any certificates representing shares of our common stock have been lost, stolen or destroyed, the paying agent will issue the merger consideration to such stockholder upon the making of an affidavit of that fact by the holder thereof. However, the surviving corporation of the merger may, in its discretion, require such stockholder to deliver a bond in a reasonable amount as it may direct as indemnity against any claim that may be made against the surviving corporation of the merger with respect to the certificates alleged to have been lost, stolen or destroyed.


You should not send your certificates now, and should send them only pursuant to instructions set forth in the letter of transmittal to be mailed to stockholders promptly after the effective time of the merger. In all cases, the merger consideration will be provided only in accordance with the procedures set forth in this proxy statement, the merger agreement and such letters of transmittal.


Twelve months after the effective time of the merger, the paying agent will deliver to the surviving corporation of the merger, upon demand, any funds made available to the paying agent which have not been disbursed to holders of our common stock. Any holders of our common stock who have not


complied with the above-described procedures to receive payment of the merger consideration during such period may thereafter look only to the surviving corporation of the merger for payment of the merger consideration to which they are entitled. We, Lineage, Birdie and the paying agent will not be liable to any holder of shares of our common stock for any amounts paid to a public official pursuant to applicable state, federal or other abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of our common stock five years after the effective time of the merger, or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority, will become, to the extent permitted by applicable law, the property of the surviving corporation of the merger, free and clear of any claims or interests of any person previously entitled thereto.



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