Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (i) After the Effective Time, and (x) upon surrender to the Exchange Agent of Praxair Eligible Shares that are Praxair Certificates, by physical surrender of such Praxair Certificate (or affidavit of loss in lieu of a Praxair Certificate, as provided in Section 2.9(h)) in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions, (y) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares not held through DTC, in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures and such other procedures as agreed by Praxair, Linde, New Holdco, the Exchange Agent and DTC, the holder of such Praxair Eligible Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.9(g)), (A) the number of New Holdco Shares (in certificates or evidence of shares in book-entry form, as applicable) in respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 2.7 (after taking into account all Praxair Eligible Shares then held by such holder), and (B) any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.9(d). (ii) No interest will be paid or accrued on any amount payable upon due surrender of the Praxair Eligible Shares, and any Praxair Certificate formerly representing Praxair Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Holdco Shares issued and paid in accordance with the terms of this Section 2.9 upon conversion of any Praxair Eligible Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Eligible Shares. (iii) In the event of a transfer of ownership of any Praxair Eligible Share that is not registered in the transfer records of Praxair, the proper number of New Holdco Shares may be transferred by the Exchange Agent to such a transferee if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer of the Praxair Book-Entry Shares are presented to the Exchange Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Eligible Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to New Holdco and the Exchange Agent. If any New Holdco Shares are to be delivered to a Person other than the holder in whose name any Praxair Eligible Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of New Holdco Shares to a Person other than the registered holder of any Praxair Eligible Shares, or shall establish to the satisfaction of New Holdco and the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity or other entity of any kind or nature.

Procedures for Surrender. (i) After Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) (A) a notice advising such holders of the effectiveness of the Merger, (B) a letter of transmittal specifying that delivery shall be effected, and (x) risk of loss and title shall pass, only upon surrender to delivery of the Exchange Agent of Praxair Eligible Shares that are Praxair Certificates, by physical surrender of such Praxair Certificate Share Certificates (or affidavit affidavits of loss in lieu of a Praxair Certificate, the Share Certificates as provided in Section 2.9(h4.2(f)) in accordance with the terms or transfer of the Merger Letter of Transmittal and accompanying instructions, (y) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares not held through DTC, in accordance to the Paying Agent (including customary provisions with the terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares held through DTC, including by respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (C) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or the Book-Entry Shares to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the terms of this Agreement. (ii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book-Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with DTCthe instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s customary procedures message” by the Paying Agent, and such other procedures documents as agreed by Praxair, Linde, New Holdco, the Exchange Agent and DTCmay be reasonably required, the holder of such Praxair Eligible Share Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Paying Agent shall be required to deliver to each such holder holder, the amount (subject after giving effect to any required Tax withholdings as provided in Section 2.9(g4.2(h)), (A) the number of New Holdco Shares (in certificates or evidence of shares in book-entry form, as applicable) in respect of the aggregate Merger Consideration cash that such holder is entitled to receive pursuant to Section 2.7 (after taking into account all Praxair Eligible Shares then held by such holder), and (B) any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.9(d4.1(a). (iiiii) No interest will be paid or accrued on any amount payable upon due surrender of the Praxair Eligible Shares, and any Praxair Certificate formerly representing Praxair Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Holdco Shares issued and paid in accordance with the terms of this Section 2.9 upon conversion of any Praxair Eligible Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Eligible Shares. (iiiiv) In the event of a transfer of ownership of any Praxair Eligible Share certificated Shares (other than Excluded Shares) that is not registered in the transfer records of Praxairthe Company, the proper number cash to be paid upon due surrender of New Holdco Shares the Share Certificates may be transferred by the Exchange Agent so paid to such a transferee if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer of the Praxair Book-Entry Share Certificates formerly representing such Shares are presented to the Exchange Paying Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Eligible Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), are accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, substance reasonably satisfactory to New Holdco and the Exchange Paying Agent. If any New Holdco Payment of the Merger Consideration with respect to Book-Entry Shares are shall only be made to be delivered to a the Person other than the holder in whose name any Praxair Eligible such Book-Entry Shares are registered, it shall be a condition of such exchange that registered in the Person requesting such delivery shall pay any stock transfer or other similar Taxes required by reason books of the transfer of New Holdco Shares to a Person other than the registered holder of any Praxair Eligible Shares, or shall establish to the satisfaction of New Holdco and the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity or other entity of any kind or natureCompany.

Procedures for Surrender. As soon as reasonably practicable after the Closing, ParentCo shall, or shall cause the Exchange Agent to, mail to each Surge Unitholder: (i) After a letter of transmittal for use in exchanging Surge Units (other than Surge Cancelled Units) for payment of such Surge Unitholder’s applicable portion of the Effective TimeSurge Merger Consideration, which letter of transmittal shall specify that the delivery of Surge Units (other than Surge Cancelled Units) shall be effected, and (x) risk of loss and title shall pass, only upon surrender delivery of such letter of transmittal to the Exchange Agent or such other agent as may be appointed by ParentCo (the “Letter of Praxair Eligible Shares that are Praxair CertificatesTransmittal”), by physical and (ii) instructions in customary form for effecting the surrender of such Praxair Certificate the Surge Units (or affidavit of loss in lieu of a Praxair Certificate, as provided in Section 2.9(h)other than Surge Cancelled Units) in accordance with the terms exchange for payment of such Surge Unitholder’s portion of the Surge Closing Merger Letter Consideration. Upon (i) surrender of Transmittal and accompanying instructions, Surge Units (yother than Surge Cancelled Units) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares not held through DTC, in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures and such other procedures as agreed by Praxair, Linde, New Holdco, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCo, (ii) delivery of a letter of transmittal, duly executed and DTCin proper form, with respect to such Surge Units, (iii) delivery of a properly completed IRS Form W-9 or, if applicable, the holder appropriate IRS Form W-8 and any other documentation expressly required by its terms to be provided in connection with the Letter of such Praxair Eligible Shares Transmittal, and (iv) if applicable pursuant to Section 4.16, the execution and delivery to ParentCo of a Lock-Up Agreement, each Surge Unitholder shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.9(g)), (A) the number of New Holdco Shares (in certificates or evidence of shares in book-entry form, as applicable) in respect Surge Unitholder’s portion of the aggregate Surge Closing Merger Consideration that such holder is entitled to receive and percentage of the Escrow Amount released pursuant to Section 2.7 1.7(g) (after taking into account all Praxair Eligible Shares then if any) as is set forth in the Final Allocation Schedule, for each such Surge Unit held by such holder), them. Any Surge Units so surrendered will forthwith be cancelled. The Surge Closing Merger Consideration and (B) any cash in respect of any dividends or other distributions which the holder has the right to receive Escrow Amount released pursuant to Section 2.9(d). 1.7(g) (iiif any) No interest will be paid or accrued on any amount payable upon due the surrender for exchange of the Praxair Eligible Shares, and any Praxair Certificate formerly representing Praxair Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Holdco Shares issued and paid in accordance with the terms of Surge Units pursuant to this Section 2.9 upon conversion of any Praxair Eligible Shares shall 1.7(c) will be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Eligible Shares. (iii) In the event of a transfer of ownership of any Praxair Eligible Share that is not registered in the transfer records of Praxair, the proper number of New Holdco Shares may be transferred by the Exchange Agent to such a transferee if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer Surge Units. If payment of the Praxair Book-Entry Shares are presented to the Exchange Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Eligible Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to New Holdco and the Exchange Agent. If any New Holdco Shares are Surge Merger Consideration is to be delivered made to a Person other than the holder Person in whose name any Praxair Eligible Shares are surrendered Surge Units is registered, it shall will be a condition precedent of such exchange payment that the Surge Units so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such delivery shall pay payment will have paid any transfer or other similar Taxes required by reason of the transfer payment of New Holdco Shares a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) to a Person other than the registered holder of any Praxair Eligible Shares, the Surge Unit so surrendered or shall establish will have established to the satisfaction of New Holdco and the Exchange Agent that such Tax has Taxes either have been paid or is are not payable. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid by ParentCo; provided, however, that any such Taxes that are solely the obligation of the Surge Blockers or their respective shareholders under applicable Law shall be paid by the respective Surge Blockers or their shareholders, as applicable. For Until surrendered as contemplated hereby, each Surge Unit (other than Surge Cancelled Units) will be deemed at any time after the purposes Combination Merger Effective Time to represent only the right to receive the portion of this Agreement, the term “Person” means any individual, corporation Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity or other entity of any kind or natureif any) applicable to such Surge Unit.

Procedures for Surrender. (i) After Promptly following the Effective Time, Parent shall, and shall cause the Surviving Entity to, cause the Exchange Agent to mail (xand make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Company Shares”) and whose shares of Company Common Stock were converted pursuant to Section 4.1 into the right to receive the Merger Consideration (A) a letter of transmittal in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent or, in the case of Praxair Eligible Shares that are Praxair CertificatesBook-Entry Company Shares, by physical upon adherence to the procedures set forth in the letter of transmittal and (B) instructions for effecting the surrender of such Praxair the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Company Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 4.6, and any dividends or other distributions on Parent Common Shares in accordance with Section 4.2(f). Such instructions shall provide that (1) at the election of the surrendering holder, Certificates may be surrendered by hand delivery or otherwise, (2) the Merger Consideration (other than the Cash Adjustment Amount) in exchange for Certificates and Book-Entry Company Shares shall be delivered in uncertificated book-entry form to the surrendering holder and (3) the Fractional Share Consideration, the Cash Adjustment Amount and any dividends or other distributions under Section 4.2(f), if any, payable in exchange for Certificates and Book-Entry Company Shares will be payable by wire transfer to the surrendering holder. (ii) Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Company Share for cancellation to the Exchange Agent, together with a duly completed and validly executed letter of a Praxair Certificate, as provided in Section 2.9(h)) transmittal in accordance with the terms of the Merger Letter of Transmittal and accompanying instructionsinstructions thereto, (y) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares not held through DTC, in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures and such other procedures documents as agreed may be reasonably required by Praxair, Linde, New Holdco, the Exchange Agent and DTCAgent, the holder of such Praxair Eligible Shares Certificate or Book-Entry Company Share shall be entitled to receive in exchange therefortherefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Company Share pursuant to the provisions of this Article IV and, and if applicable, the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.9(g)), (A) the number of New Holdco Shares (in certificates or evidence of shares in book-entry form, as applicable) in respect of the aggregate Merger Fractional Share Consideration that such holder is entitled to receive pursuant to Section 2.7 (after taking into account all Praxair Eligible Shares then held by such holder), and (B) any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.9(d). (ii) No interest will be paid or accrued on any amount payable upon due surrender of the Praxair Eligible Shares4.6, and any Praxair Certificate formerly representing Praxair Eligible amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares that in accordance with Section 4.2(f) less any required withholding of Taxes, plus any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time. Any Certificates (or affidavit of loss in lieu thereof) or Book-Entry Company Shares so surrendered shall be cancelled by the Exchange Agent. The New Holdco Shares issued and paid in accordance with the terms of this Section 2.9 upon conversion of any Praxair Eligible Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Eligible Sharesforthwith cancelled. (iii) In the event of a transfer of ownership of any Praxair Eligible Share that is not registered in the transfer records of Praxair, the proper number of New Holdco Shares may be transferred by the Exchange Agent to such a transferee if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer If payment of the Praxair Book-Entry Shares are presented to the Exchange Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Eligible Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to New Holdco and the Exchange Agent. If any New Holdco Shares are Merger Consideration is to be delivered made to a Person other than the holder Person in whose name any Praxair Eligible Shares are the surrendered Certificate is registered, it shall be a condition precedent of such exchange payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such delivery payment shall pay have paid any transfer or and other similar Taxes required by reason of the transfer payment of New Holdco Shares the Merger Consideration to a Person other than the registered holder of any Praxair Eligible Shares, the Certificate surrendered or shall establish have established to the reasonable satisfaction of New Holdco and the Exchange Agent Parent that such Tax either has been paid or is not applicablerequired to be paid. For Payment of the purposes applicable Merger Consideration with respect to Book-Entry Company Shares shall only be made to the Person in whose name such Book-Entry Company Shares are registered. (iv) Until surrendered as contemplated by this Section 4.2, each Certificate and Book-Entry Company Share shall be deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article IV, including any amount payable in respect of this Agreementthe Fractional Share Consideration in accordance with Section 4.6, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity dividends or other entity of distributions on Parent Common Shares in accordance with Section 4.2(f) and any kind dividends or natureother distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Procedures for Surrender. (ia) After As promptly as reasonably practicable (but in any event within five Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Book-Entry Share or Company Creditor Warrant, if applicable: (i) a letter of transmittal in customary form specifying that delivery shall be effected only upon transfer of Book-Entry Shares or Company Creditor Warrants to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” and such other provisions as Parent or the Exchange Agent may reasonably specify) (the “Letter of Transmittal”); and (xii) upon instructions for transferring the Book-Entry Shares or Company Creditor Warrant in exchange for the aggregate Merger Consideration or Converted Parent Common Stock and New ▇▇▇▇▇ Act Warrants, as applicable, payable in respect thereof to the Exchange Agent. Upon surrender to the Exchange Agent of Praxair Eligible Book-Entry Shares that are Praxair Certificates, by physical surrender book-receipt of such Praxair Certificate (or affidavit of loss in lieu of a Praxair Certificate, as provided in Section 2.9(h)) an “agent’s message” by the Exchange Agent in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions, (y) upon the transfer of Praxair Eligible Shares that are Praxair Book-Entry Shares not held through DTC, in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon or, if applicable, Company Creditor Warrants by the transfer letter of Praxair Eligible Shares that are Praxair transmittal, Parent shall cause the Exchange Agent to mail to each holder of record of any such Book-Entry Shares held through DTCor Company Creditor Warrants in exchange therefor, including by delivery as promptly as reasonably practicable (but in any event within five Business Days) after the Effective Time: (A) a statement reflecting the number of an “agent’s message”whole shares of Converted Parent Common Stock, in accordance with DTC’s customary procedures and if any, that such other procedures as agreed by Praxair, Linde, New Holdco, the Exchange Agent and DTC, the holder of such Praxair Eligible Shares shall be is entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.9(g)), (A) the number of New Holdco Shares (in certificates or evidence of shares in non-certificated book-entry formform and New ▇▇▇▇▇ Act Warrants, if any, that such holder is entitled to receive, in each case, pursuant to Article II in the name of such record holder; and (B) a check in the amount (after giving effect to any required Tax withholdings as applicableprovided in Section 3.7) of: (x) any cash in respect lieu of the aggregate Merger Consideration fractional shares that such holder is entitled to receive pursuant to Section 2.7 3.5; plus (after taking into account all Praxair Eligible Shares then held by such holder), and (By) any unpaid cash in respect of dividends and any other dividends or other distributions which the that such holder has the right to receive pursuant to Section 2.9(d)this Article III. (iib) No interest will be paid or accrued on any amount payable upon due surrender of the Praxair Eligible Shares, and any Praxair Certificate formerly representing Praxair for Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Holdco Shares issued and paid in accordance with the terms of pursuant to this Section 2.9 upon conversion of any Praxair Eligible Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Eligible SharesArticle III. (iiic) In the event of a transfer of ownership of any Praxair Eligible Share that is not registered in the transfer records of Praxair, the proper number of New Holdco Shares may be transferred by the Exchange Agent to such a transferee if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer If payment of the Praxair Book-Entry Shares are presented to the Exchange Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Eligible Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid Merger Consideration or are not applicable, in each case, in form and substance, reasonably satisfactory to Converted Parent Common Stock or New Holdco and the Exchange Agent. If any New Holdco Shares are ▇▇▇▇▇ Act Warrants is to be delivered made to a Person other than the holder Person in whose name any Praxair Eligible Shares are the surrendered Book-Entry Share is registered, it shall be a condition of payment that such exchange Book-Entry Share or Company Creditor Warrant, as applicable, shall be properly transferred and that the Person requesting such delivery payment shall pay have paid any transfer or and other similar Taxes required by reason of the transfer payment of the Merger Consideration or Converted Parent Common Stock or New Holdco Shares ▇▇▇▇▇ Act Warrants, as applicable, to a Person other than the registered holder of any Praxair Eligible Shares, such Book-Entry Share or Company Creditor Warrant or shall establish have established to the reasonable satisfaction of New Holdco and the Exchange Agent Parent that such Tax has been paid or is Taxes are not applicable. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity or other entity of any kind or naturepayable.

Procedures for Surrender. (i) After the Effective Time, and (x) upon surrender to the Exchange Agent of Praxair Lion Eligible Shares that are Praxair Certificates, by physical surrender of such Praxair Certificate (or affidavit of loss in lieu of a Praxair Certificate, as provided in Section 2.9(h2.8(f)) in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions, (y) upon the transfer of Praxair Lion Eligible Shares that are Praxair Book-Entry Shares not held through DTC, in accordance with the terms of the Merger Letter of Transmittal and accompanying instructions or (z) upon the transfer of Praxair Lion Eligible Shares that are Praxair Book-Entry Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures and such other procedures as agreed by Praxairprocedures, Linde, New Holdco, the Exchange Agent and DTCin each case, the holder of such Praxair Lion Eligible Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.9(g2.8(e)), (A) the number of New Holdco Topco Shares (in certificates or evidence of shares in book-entry form, as applicable) in respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 2.7 (after taking into account all Praxair Lion Eligible Shares then held by such holder), and (B) any cash in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.9(d2.8(g), and (C) as and when available, any Fractional Share Consideration which such holder has the right to receive. (ii) No interest will be paid or accrued on any amount payable upon due surrender of the Praxair Lion Eligible Shares, and any Praxair Certificate Certificates formerly representing Praxair Lion Eligible Shares that have been so surrendered shall be cancelled by the Exchange Agent. The New Holdco Topco Shares issued and paid in accordance with the terms of this Section 2.9 2.8 upon conversion of any Praxair Lion Eligible Shares (together with the Fractional Share Consideration (if any) and any dividends or distributions which a holder has the right to receive pursuant to Section 2.8(g)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Praxair Lion Eligible Shares. (iii) In If any portion of the event of Merger Consideration is to be paid to a transfer of ownership of any Praxair Eligible Share that is not registered transferee other than the Person in whose name the surrendered Certificate (in the transfer records case of PraxairLion Eligible Shares that are Certificates) is registered, the proper number of New Holdco Topco Shares may be transferred by the Exchange Agent to such a transferee only if (A) in the case of Praxair Book-Entry Shares, written instructions authorizing the transfer of the Praxair Book-Entry Shares are presented to the Exchange Agent, (B) in the case of Praxair Certificates, the Praxair Certificates formerly representing such Praxair Lion Eligible Shares are surrendered to the Exchange Agent, and (CB) the written instructions, in the case of clause (A), and Praxair Certificates, in the case of clause (B), Certificates are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, substance reasonably satisfactory to New Holdco Topco and the Exchange Agent. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. If any New Holdco Topco Shares are to be delivered to a Person other than the holder in whose name any Praxair Lion Eligible Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of New Holdco Topco Shares to a Person other than the registered holder of any Praxair Lion Eligible Shares, or shall establish to the satisfaction of New Holdco Topco and the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or Governmental Entity or other entity of any kind or nature.