Common use of Surrender of Texas Company Stock Certificates and Payment Clause in Contracts

Surrender of Texas Company Stock Certificates and Payment. (a) Upon the latest to occur of the Effective Time and the completion of the allocation procedures set forth in Section 2.5, the Surviving Corporation will deposit, or will cause to be so deposited, with the Exchange Agent for the benefit of the holders (or beneficial owners) of Texas Company Eligible Shares, the cash amount owed with respect to the Texas Company Eligible Shares as determined by the Escrow Agent and agreed to by the Texas Company and the Delaware Company (the "Payment Fund"). Subject to Sections 2.5, the Exchange ------------ Agent will deliver the Per Share Cash Amount with respect to each of the Texas Company Eligible Shares in accordance with this Section 2.6. All interest, dividends or other income earned on cash deposits in the Payment Fund shall be for the account of the Surviving Corporation. (b) Upon surrender of a Texas Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a properly completed and duly executed Election Form, the holder of such Texas Company Stock Certificate will be entitled, after the Effective Time, to receive (x) any cash payable in respect of the Texas Company Eligible Shares formerly represented by any such Texas Company Stock Certificate and (y) a certificate or certificates representing that number of shares of Surviving Corporation Common Stock , if any, represented by such Texas Company Stock Certificate which are not Texas Company Eligible Shares, and the Texas Company Stock Certificate so surrendered will forthwith be canceled. In the event of a transfer of ownership of Texas Company Common Stock that is not registered in the transfer records of the Texas Company, any cash and the certificates representing the proper number of shares of Surviving Corporation Common Stock may be paid or delivered to a transferee if the relevant Texas Company Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, together with evidence that any applicable stock transfer taxes have been paid and the payment of any required transfer taxes. (c) From and after the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Texas Company Eligible Shares which were outstanding immediately prior to the Effective Time. (d) The Surviving Corporation will not be liable to any holder (or beneficial owner) of Texas Company Eligible Shares for any shares of Surviving Corporation Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Any portion of the Payment Fund that remains undistributed to the former holders (or beneficial owners) of Texas Company Eligible Shares for one month after the Effective Time will be delivered to the Surviving Corporation, upon demand, and any holders (or beneficial owners) of Texas Company Stock Certificates who have not theretofore complied with this Article II will thereafter look only to the Surviving Corporation, as unsecured creditors, for the cash and certificates, if any, to which they are entitled pursuant to this Article II. (f) The Surviving Corporation or the Exchange Agent will be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder (or beneficial owner) of Texas Company Eligible Shares such amounts as the Surviving Corporation or the Exchange Agent are required to deduct and withhold 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 the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder (or beneficial owner) of the Texas Company Eligible Shares in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent. Notwithstanding the foregoing, no amount shall be withheld from any payment made hereunder to a holder (or beneficial owner) of Texas Company Eligible Shares who provides the Exchange Agent with a properly completed Internal Revenue Service Form W-9 or Substitute Form W-9, or who otherwise provides the Exchange Agent with appropriate evidence that such Person is exempt from federal income tax back-up withholding.

Surrender of Texas Company Stock Certificates and Payment. (a1) Upon the latest to occur of the Effective Time and the completion of the allocation procedures set forth in Section 2.5, the Surviving Corporation will deposit, or will cause to be so deposited, with the Exchange Agent for the benefit of the holders (or beneficial owners) of Texas Company Eligible Shares, the cash amount owed with respect to the Texas Company Eligible Shares as determined by the Escrow Agent and agreed to by the Texas Company and the Delaware Company (the "Payment Fund"). Subject to Sections 2.5, the Exchange ------------ Agent will deliver the Per Share Cash Amount with respect to each of the Texas Company Eligible Shares in accordance with this Section 2.6. All interest, dividends or other income earned on cash deposits in the Payment Fund shall be for the account of the Surviving Corporation. (b2) Upon surrender of a Texas Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a properly completed and duly executed Election Form, the holder of such Texas Company Stock Certificate will be entitled, after the Effective Time, to receive (x) any cash payable in respect of the Texas Company Eligible Shares formerly represented by any such Texas Company Stock Certificate and (y) a certificate or certificates representing that number of shares of Surviving Corporation Common Stock , if any, represented by such Texas Company Stock Certificate which are not Texas Company Eligible Shares, and the Texas Company Stock Certificate so surrendered will forthwith be canceled. In the event of a transfer of ownership of Texas Company Common Stock that is not registered in the transfer records of the Texas Company, any cash and the certificates representing the proper number of shares of Surviving Corporation Common Stock may be paid or delivered to a transferee if the relevant Texas Company Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, together with evidence that any applicable stock transfer taxes have been paid and the payment of any required transfer taxes. (c3) From and after the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Texas Company Eligible Shares which were outstanding immediately prior to the Effective Time. (d4) The Surviving Corporation will not be liable to any holder (or beneficial owner) of Texas Company Eligible Shares for any shares of Surviving Corporation Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e5) Any portion of the Payment Fund that remains undistributed to the former holders (or beneficial owners) of Texas Company Eligible Shares for one month after the Effective Time will be delivered to the Surviving Corporation, upon demand, and any holders (or beneficial owners) of Texas Company Stock Certificates who have not theretofore complied with this Article II will thereafter look only to the Surviving Corporation, as unsecured creditors, for the cash and certificates, if any, to which they are entitled pursuant to this Article II. (f6) The Surviving Corporation or the Exchange Agent will be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder (or beneficial owner) of Texas Company Eligible Shares such amounts as the Surviving Corporation or the Exchange Agent are required to deduct and withhold 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 the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder (or beneficial owner) of the Texas Company Eligible Shares in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent. Notwithstanding the foregoing, no amount shall be withheld from any payment made hereunder to a holder (or beneficial owner) of Texas Company Eligible Shares who provides the Exchange Agent with a properly completed Internal Revenue Service Form W-9 or Substitute Form W-9, or who otherwise provides the Exchange Agent with appropriate evidence that such Person is exempt from federal income tax back-up withholding.