Parent, Merger Sub and the Clause Samples

Parent, Merger Sub and the. Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated hereby.

Parent, Merger Sub and the. Company shall have executed and delivered the Articles of Merger and appropriate certificates for filing with the Secretary of State of Texas.

Parent, Merger Sub and the. Company shall take all actions necessary to provide that, as to those holders who so agree, at the Effective Time, (i) each Company Option (defined below) so surrendered for cash, shall be cancelled, and (ii) in consideration of such cancellation, and except to the extent that Parent or Merger Sub and the holder of any such Company Option otherwise agree, the Company shall pay to each such holder of Company Options an amount in cash, net of applicable tax withholdings, in respect of each Company Option held by such holder equal to the product of (1) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (2) the number of shares of Company Common Stock subject thereto immediately prior to the Effective Time; and Parent shall provide Company a loan of such amounts as are necessary to finance such payments. The Company represents that the Board of Directors of the Company has determined pursuant to the Company's 1994 Stock Option Plan, as amended and restated as of January 10, 1996 (the "Employee Option Plan") and 1994 Non-Employee Director Stock Option Plan ("Director Stock Option Plan"), that holders of Company Options thereunder who