Common use of Payment for Shares Clause in Contracts

Payment for Shares. Praxair shall make available or cause to be made available to the paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair Purchaser shall make available or cause to ------------------ be made available to the paying agent appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to ------------ provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair Purchaser shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair shall make available or cause to be made available Prior to the paying agent appointed by Praxair Effective Time, the Purchaser shall designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $100,000,000 to act as Paying Agent with respect to the Merger (the "Paying Agent"). Each holder (other than Parent, the Purchaser or any subsidiary of Parent) amounts sufficient in of a certificate or certificates (the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a"Certificates") hereof to holders of Shares issued and outstanding which immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and Time represented outstanding Shares a form (mutually agreed will be entitled to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates whichreceive, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon upon surrender to the Paying Agent of such certificatesthe Certificates for cancellation, together with such letter of transmittal, duly executed and completed cash in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid an amount equal to the persons entitled thereto a check in product of the amount to which such persons are entitlednumber of Shares previously represented by the Certificates multiplied by the Merger Consideration, after giving effect subject to any required tax withholdingswithholding of taxes. When and as needed, the Purchaser shall make available to the Paying Agent sufficient funds to make all payments pursuant to the preceding sentence. No interest will shall accrue or be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be made to a Person person other than the registered holder of person in whose name the certificate surrenderedCertificates surrendered are registered, it shall be a condition of such payment that the certificate Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such the payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate Certificates surrendered or establish to the satisfaction of the Surviving Corporation or that the Paying Agent that such tax has been paid or is not applicable. One hundred Following the Effective Time, until surrendered to the Paying Agent in accordance with the provisions of this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares and eighty days following Shares owned by Parent or any subsidiary of Parent) shall represent for all purposes only the right to receive upon surrender the Merger Consideration multiplied by the number of Shares evidenced by the Certificate, without any interest, subject to any required withholding of taxes. Any funds delivered or made available to the Paying Agent pursuant to this Section 2.6 and not exchanged for Certificates within 12 months after the Effective Time will be returned by the Paying Agent to the Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Article 2, and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claims for the consideration set forth in Section 2.1.3(a), without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to general creditors thereof under applicable law. As soon as practicable after the Effective Time, the Surviving Corporation shall be entitled to will cause the Paying Agent to deliver mail to it any funds each record holder of Certificates a form of letter of transmittal (including any interest received with respect thereto) made available which will specify that delivery will be effected, and risk of loss and title of the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Agent) and instructions for use in effecting the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensespayment.

Payment for Shares. Praxair The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Praxair Merger Sub with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after At the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to be mailed promptly, and in any event not later than three business days following the Effective Time, mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair CompaniesMerger Sub) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair The Acquiror shall make available or cause to be made available to U.S. Bank National Association (or such other bank as the Acquiror shall appoint and shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying Agent") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Acquiror only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares shares of Company Common Stock and Praxair the Acquiror shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair At and from time to time after the Effective Time, Home Federal shall make available or cause to be made available to the paying agent appointed by Praxair (the "Paying Agent") Agent amounts sufficient in the aggregate 4 to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) of the Merger Consideration hereof to holders of Shares shares of Marshalltown Common Stock issued and outstanding immediately prior to the Effective Time. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Home Federal shall cause to be mailed to each Person person (or otherwise to be delivered to each person, at such person's expense, who requests delivery) who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares shares of Marshalltown Common Stock (other than Dissenting Shares), a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Agent of such certificates (or, in accordance with Section 1.8, such documentation as is acceptable to and required by the Paying Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Paying Agent shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate certificate(s) surrendered, it shall be a condition of such payment that the certificate certificate(s) so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Home Federal or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty 180 days following the Effective Time, the Surviving Corporation Home Federal shall be entitled to cause the Paying Agent to deliver to it Home Federal any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares shares of Marshalltown Common Stock outstanding on at the Effective Time, and thereafter such holders holder shall be entitled to look to the Surviving Corporation Home Federal only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding anything in this Section 1.7 or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares shares of Marshalltown Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Surviving Corporation Paying Agent shall also deliver to Home Federal a certified list of the names and addresses of all former registered holder of shares of Marshalltown Common Stock who have not then surrendered their certificates to receive the Merger Consideration to which they are entitled. Except as otherwise provided therein or in the letter of transmittal, Home Federal shall pay all charges and expenses, including those of the Paying Agent, in connection with the payment of the Merger Consideration in exchange for shares of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesMarshalltown Common Stock.

Payment for Shares. Praxair At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any holders of the Praxair CompaniesExcluded Shares) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair Purchaser shall reimburse the Surviving Corporation for such charges and expenses.. 5.3

Payment for Shares. Praxair Purchaser shall make available or cause to be ------------------ made available to the paying agent appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to ------------ provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Purchaser shall cause instruct the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair Purchaser shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair Parent shall make available or cause to be made available to a bank appointed by Parent (which shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying AgentPAYING AGENT") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser Parent and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Parent shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required United States federal, state or local tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other similar taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Parent or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair At or prior to the Effective Time, the Acquiror shall make available or cause to be made available to such bank as it shall appoint (which bank shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying Agent") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and all shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly Reasonably promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax Tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax Tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslaws.

Payment for Shares. Praxair Parent shall make available or cause to be made available as and when needed to the bank or trust company appointed by Parent as paying agent appointed by Praxair prior to the consummation of the Offer, which paying agent shall be reasonably acceptable to the Company (the "Paying AgentPAYING AGENT") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Parent Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions in customary form for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesa certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or and the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty 180 days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on immediately prior to the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those expenses of the Paying Agent, Agent in connection with the exchange of cash for Shares and Praxair Parent shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair At and from time to time after the Effective Time, Purchaser shall make available or cause to be made available to the paying agent appointed by Praxair (the "Paying Agent") Exchange Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Exchange Agent to make payments pursuant to Section 5.1(a) of the Merger Consideration hereof to holders of Shares the Company Common Stock issued and outstanding immediately prior to the Effective Time. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Purchaser shall cause to be mailed to each Person person (or otherwise to be delivered to each person, at such person's expense, who requests delivery) who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares Company Common Stock, a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates Company Certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Exchange Agent of such certificates (or such documentation as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Exchange Agent shall promptly cause to be paid to the persons Persons entitled thereto a check in the amount to which such persons Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate Company Certificate(s) surrendered, it shall be a condition of such payment that the certificate Company Certificate(s) so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate Company Certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Purchaser or the Paying Exchange Agent that such tax has been paid or is not applicable. One hundred and eighty Hundred Eighty (180) days following the Effective Time, the Surviving Corporation Purchaser shall be entitled to cause the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Exchange Agent which have not been disbursed to holders of certificates formerly representing Shares Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as general creditors thereof with respect to the cash payable upon due surrender of their certificatesCompany Certificates. Notwithstanding anything in this Section 2 or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Exchange Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares Company Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Surviving Corporation Exchange Agent shall also deliver to Purchaser a certified list of the names and addresses of all former registered holders of Company Common Stock who have not then surrendered their Company Certificates to receive the Merger Consideration to which they are entitled. Except as otherwise provided herein or in the Letter of Transmittal, Purchaser shall pay all charges and expenses, including those of the Paying Exchange Agent, in connection with the payment of the Merger Consideration in exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesCompany Common Stock.

Payment for Shares. Praxair (a) As soon as reasonably practicable after the date hereof but in no event later than the earlier of (i) 30 days after the date hereof and (ii) five days prior to the Closing Date, Parent shall make available or cause mail by overnight courier to each record holder of an outstanding Certificate(s), whose shares of Company Common Stock are to be made available to the paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments converted pursuant to Section 5.1(a3.8(d) hereof into the right to holders of Shares issued and outstanding immediately prior to receive the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, Merger Consideration (i) a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to Parent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably designate), and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate(s) for cancellation to the Paying Agent of Parent or to such certificatesother agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and any other required documents, duly executed and completed in accordance with the instructions theretoexecuted, the Surviving Corporation holder of such Certificate(s) shall promptly cause be entitled to receive in exchange therefor as of the Effective Time the Merger Consideration in respect of all shares of Company Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 3.8(d). The Certificate(s) so surrendered shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificatecanceled. If payment of the Merger Consideration is to be made to a Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate(s) is registered, it shall be a condition of such payment that the certificate Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall pay have established to the satisfaction of Parent that any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the certificate Certificate(s) surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has have been paid or is are not applicable. One hundred Until surrendered in accordance with the provisions of and eighty days following as contemplated by this Section 3.11, any Certificate(s) (other than Certificate(s) representing shares of Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the Surviving Corporation right to receive the Merger Consideration in cash without interest as contemplated by this Section 3.11. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available pay to the Paying Agent which have not been disbursed holder of such Certificate(s) in exchange therefor cash in an amount equal to holders the Merger Consideration (other than Certificate(s) representing shares of certificates formerly representing Shares outstanding Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) by wire transfer of immediately available funds to the account(s) designated by such holder on or before (i) the Closing Date, if such holder surrendered such documentation to the Parent on or prior to 12:00p.m., New York City time, on the Effective TimeBusiness Day preceding the Closing Date, and thereafter or (ii) the second Business Day after such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoingdelivery, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for if such charges and expensesdelivery is made after such time.

Payment for Shares. Praxair At or prior to the Effective Time, the Acquiror shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "“Paying Agent") ”), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax Tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax Tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslaws.

Payment for Shares. Praxair Parent shall make available or cause to be made available as and when needed to the bank or trust company appointed by Parent as paying agent appointed by Praxair prior to the consummation of the Offer, which paying agent shall be reasonably acceptable to the Company (the "Paying Agent") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Parent Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions in customary form for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesa certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or and the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty 180 days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.disbursed

Payment for Shares. Praxair RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying Agent") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslaws.

Payment for Shares. Praxair shall make available or cause to be made available (a) Prior to the paying Effective Time, Purchaser shall select and appoint a bank or trust company reasonably acceptable to the Company to act as agent appointed by Praxair for the holders of Shares (the "Paying Agent") amounts sufficient to receive and disburse the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.10. At the Effective Time, Purchaser or Parent shall, and Gambrinus shall cause Purchaser or Parent to, deposit in trust with the Paying Agent for the benefit of holders of Shares the aggregate consideration to provide all which such holders shall be entitled at the Effective Time pursuant to Section 2.10. Such funds necessary for shall be invested as 5 9 directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to make payments pursuant holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Purchaser and the Surviving Corporation and no part thereof shall accrue to Section 5.1(athe benefit of the holders of the Shares. If for any reason (including losses) hereof such funds are inadequate to pay the amounts to which holders of Shares issued and outstanding immediately prior shall be entitled under Section 2.10, Parent shall in any event be liable for payment thereof. Such funds deposited with the Paying Agent pursuant to the Effective Timethis Section 2.12 shall not be used for any purpose except as expressly provided in this Agreement. Promptly From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the Surviving Corporation shall cause appropriate cash payments, if any, to be mailed to each Person who was, at holders of Dissenting Shares. (b) As soon as practicable after the Effective Time, Purchaser or Parent shall cause the Paying Agent to mail to each record holder a holder of record (other than any certificate or certificates representing Shares which as of the Praxair Companies) of issued and outstanding Shares Effective Time represents the right to receive the Merger Consideration (the "Certificates"), a form (mutually agreed to by Purchaser and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Surviving Corporation Paying Agent, the holder of such Certificate shall promptly cause be entitled to receive in exchange therefor the Merger Consideration and such Certificate shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscanceled. No interest will shall be paid or will accrue accrued on the amount payable Merger Consideration upon the surrender of the Certificates. Until surrendered in accordance with the provisions of this Section 2.12(b), each Certificate shall be deemed for all purposes to evidence only the right to receive the Merger Consideration (without interest thereon), and shall, subject to Section 2.11, have no other right. (c) If the Merger Consideration (or any such certificate. If payment portion thereof) is to be made delivered to a Person person other than the registered holder of person in whose name the certificate surrenderedCertificates surrendered in exchange therefor are registered, it shall be a condition of such to the payment that the certificate Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment or delivery shall pay any transfer or other taxes required payable by reason of the payment of the Merger Consideration to a Person person other than the person in whose name the Certificates are registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat and similar laws. (d) Promptly following the date that is one year after the Effective Time, the Paying Agent shall return to the Surviving Corporation all Merger Consideration and other cash, property and instruments in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of certificates formerly representing Shares a Certificate for any amount paid Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.2.13

Payment for Shares. Praxair Immediately after the Effective Time, the Parent shall make available or cause to be made available to the paying agent appointed by Praxair the Parent that is reasonably acceptable to the Company (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeShares. Promptly after At the Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to be mailed promptly, and in any event not later than three business days following the Effective Time, mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Parent shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesLaw.

Payment for Shares. Praxair (a) As soon as reasonably practicable after the date hereof but in no event later than the earlier of (i) 30 days after the date hereof and (ii) five days prior to the Closing Date, Parent shall make available or cause mail by overnight courier to each record holder of an outstanding Certificate(s), whose shares of Company Common Stock are to be made available to the paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments converted pursuant to Section 5.1(a3.8(d) hereof into the right to holders of Shares issued and outstanding immediately prior to receive the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, Merger Consideration (i) a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to Parent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably designate), and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the Merger Consideration (together, the “Transmittal Documents”). Upon surrender of a Certificate(s) for cancellation to the Paying Agent of Parent or to such certificatesother agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and any other required documents, duly executed and completed in accordance with the instructions theretoexecuted, the Surviving Corporation holder of such Certificate(s) shall promptly cause be entitled to receive in exchange therefor as of the Effective Time the Merger Consideration in respect of all shares of Company Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 3.8(d). The Certificate(s) so surrendered shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificatecanceled. If payment of the Merger Consideration is to be made to a Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate(s) is registered, it shall be a condition of such payment that the certificate Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall pay have established to the satisfaction of Parent that any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the certificate Certificate(s) surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has have been paid or is are not applicable. One hundred Until surrendered in accordance with the provisions of and eighty days following as contemplated by this Section 3.11, any Certificate(s) (other than Certificate(s) representing shares of Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the Surviving Corporation right to receive the Merger Consideration in cash without interest as contemplated by this Section 3.11. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available pay to the Paying Agent which have not been disbursed holder of such Certificate(s) in exchange therefor cash in an amount equal to holders the Merger Consideration (other than Certificate(s) representing shares of certificates formerly representing Shares outstanding Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) by wire transfer of immediately available funds to the account(s) designated by such holder on or before (i) the Closing Date, if such holder surrendered such documentation to the Parent on or prior to 12:00p.m., New York City time, on the Effective TimeBusiness Day preceding the Closing Date, and thereafter or (ii) the second Business Day after such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoingdelivery, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for if such charges and expensesdelivery is made after such time.

Payment for Shares. Praxair Parent shall make available or cause to be made available to a bank appointed by Parent (which shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying AgentPAYING AGENT") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions (which shall be mutually agreed to by Parent and the Company) for use in effecting the surrender in exchange for payment of the certificates whichthat, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Parent shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required United States federal, state or local tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other similar taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Parent or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a Governmental Authority or public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair shall make available or cause to be made available Prior to the paying Offer Acceptance Time, Parent shall designate a U.S. bank or trust company reasonably acceptable to Smart & Final to act as agent appointed by Praxair (the "Depository Agent") for the holders of Shares to receive the Offer Price to which holders of such Shares shall become entitled. The Depository Agent shall also act as agent (the "Paying Agent") amounts for the holders of Shares to receive the Merger Consideration to which holders of such Shares shall become entitled. Prior to or at the Offer Closing, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient in to make payment of the aggregate to provide all funds necessary for cash consideration payable at the Offer Closing and with the Paying Agent cash sufficient to make payments pursuant to Section 5.1(a) hereof to holders payment of Shares issued and outstanding immediately prior to the Effective Timecash consideration payable in connection with the Merger (together, the "Payment Fund"). The Payment Fund shall not be used for any other purpose. Promptly (but in no event later than three business days) after the Effective Time, the Surviving Corporation surviving corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares entitled to receive the Merger Consideration, a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefortransmittal. Upon surrender to the Paying Agent of such certificatesthe applicable Shares, together with such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions theretoto such letter of transmittal, and such other documents as may be reasonably required pursuant to such instructions, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it such Shares shall be a condition of entitled to receive in exchange for such payment that Shares the certificate so surrendered shall be properly endorsed or otherwise in proper form Merger Consideration for transfer and that the Person requesting such payment shall pay each Share. At any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days time following 12 months after the Effective Time, the Surviving Corporation surviving corporation shall be entitled to cause require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which have and not been disbursed to holders of certificates formerly representing Shares outstanding on Shares, including all interest and other income received by the Effective TimePaying Agent in respect of all funds made available to it. Upon any such delivery (but subject to abandoned property, escheat and thereafter such other similar Legal Requirements), holders shall be entitled to look to the Surviving Corporation surviving corporation only as general creditors thereof of the surviving corporation with respect to the cash Merger Consideration that may be payable upon due surrender of their certificates. Notwithstanding the foregoingShares held by them, neither the Paying Agent nor any party hereto shall be liable without interest and subject to any holder withholding of certificates formerly representing Shares for any amount paid to a public official pursuant to any Taxes required by applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslegal requirements.

Payment for Shares. Praxair shall make available or cause to be made available to the paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.Surviving

Payment for Shares. Praxair At and from time to time after the Effective Time, Purchaser shall make available or cause to be made available to the paying agent appointed by Praxair (the "Paying Agent") Exchange Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Exchange Agent to make payments pursuant to Section 5.1(a) of the Merger Consideration hereof to holders of Shares the Company Common Stock issued and outstanding immediately prior to the Effective Time. Promptly after Purchaser shall use its best efforts to cause to be mailed, within three (3) business days of the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares Company Common Stock, a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates Company Certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Exchange Agent of such certificates (or such documentation as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Exchange Agent shall promptly cause to be paid to the persons Persons entitled thereto a check in the amount to which such persons Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate Company Certificate(s) surrendered, it shall be a condition of such payment that the certificate Company Certificate(s) so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate Company Certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Purchaser or the Paying Exchange Agent that such tax has been paid or is not applicable. One hundred and eighty Hundred Eighty (180) days following the Effective Time, the Surviving Corporation Purchaser shall be entitled to cause the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Exchange Agent which have not been disbursed to holders of certificates formerly representing Shares Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as a general creditors creditor thereof with respect to the cash payable upon due surrender of their certificatesCompany Certificates. Notwithstanding anything in this Article II or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Exchange Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares Company Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Surviving Corporation Exchange Agent shall pay all charges and expenses, including those also deliver to Purchaser a certified list of the Paying Agent, in connection with names and addresses of all former registered holders of Company Common Stock who have not then surrendered their Company Certificates to receive the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesMerger Consideration to which they are entitled.

Payment for Shares. Praxair Purchaser shall make available or cause to be made available to the paying agent appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Purchaser shall cause instruct the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair Purchaser shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair At or prior to the Effective Time, RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying Agent") ), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax withholdings. The Paying Agent shall pay the consideration to which a Significant Stockholder is entitled by wire transfer, at such Significant Stockholder's request provided that such Significant Stockholder provides the Paying Agent sufficient notice of its account information. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslaws.

Payment for Shares. Praxair shall make available or cause to be made available to the paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving 11 Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair shall make available (a) At or cause to be made available prior to the Effective Time, Purchaser shall deposit in trust with such paying agent as may be appointed by Praxair the Company with Purchaser's prior approval (the "Paying AgentPAYING AGENT") (i) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in immediately available funds pursuant to Section SECTIONS 5.1(a), (b) AND (d) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after Prior to the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to be mailed deliver to each Person person (other than any of the Purchaser, Merger Sub or their respective affiliates) who waswas or will be, at immediately prior to the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser the Company and the CompanyPurchaser) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. It is agreed that letters of transmittal will be made available to such holders prior to the Effective Time in final form, so they may be delivered to the Paying Agent for payment at the Effective Time. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Purchaser shall promptly cause to be paid by the Paying Agent to the persons entitled thereto a by wire transfer of immediately available funds or check in (as the Paying Agent shall be instructed by the person surrendering such certificates) the amount of the Applicable Cash Merger Consideration or the Preferred Stock Merger Consideration, as the case may be, payable in respect of the Shares represented by such certificates net of any applicable withholding tax. Such payment will be made at the Effective Time with respect to which such persons are entitledcertificates surrendered, after giving effect and letters of transmittal duly executed and completed, at the Effective Time, and as soon as practicable thereafter with respect to any required tax withholdingscertificates surrendered and letters of transmittal duly executed and completed on a later date. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) or Certificates made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on at the Effective Time, Time and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash Shares for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensescash.

Payment for Shares. Praxair Purchaser shall make available or cause to be made available to the paying agent appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any holders of the Praxair CompaniesExcluded Shares) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of a letter of transmittal and instructions for use in effecting the 100 surrender of the certificates certificates, which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty twenty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesShares.

Payment for Shares. Praxair Purchaser shall make available or cause to be made available to the paying agent a bank or trust company appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair Purchaser shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair Parent shall make available or cause to be made available to a bank appointed by Parent (which shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying Agent") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions (which shall be mutually agreed to by Parent and the Company) for use in effecting the surrender in exchange for payment of the certificates whichthat, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Parent shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required United States federal, state or local tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other similar taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Parent or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a Governmental Authority or public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair As of the Effective Time, Parent shall make available or cause to be made available to deposit with the paying agent appointed by Praxair Parent with the Company's prior reasonable approval (the "Paying AgentPAYING AGENT") amounts sufficient ), for the benefit of the holders of Shares, cash in U.S. dollars in an amount equal to the Merger Consideration multiplied by the aggregate outstanding Shares (other than Shares held by Dissenting Stockholders) to provide all funds necessary for the Paying Agent to make payments be paid pursuant to Section 5.1(a) hereof to holders 3.1(a). After the Effective Time, there shall be no transfers on the stock transfer books of Shares issued and the Surviving Corporation of shares of capital stock of the Company which were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser Parent and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatescertificates (or affidavit of loss in lieu thereof), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount equal to which the Merger Consideration multiplied by the number of Shares held by such persons are entitled, after giving effect to person less any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesShares.

Payment for Shares. Praxair The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Praxair Merger Sub with the Company's prior approval (the "Paying Agent") amounts sufficient in ------------ the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after At the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to be mailed promptly, and in any event not later than three business days following the Effective Time, mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair CompaniesMerger Sub) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair Purchaser shall make ------------------ available or cause to be made available to the paying agent appointed by Praxair Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any holders of the Praxair CompaniesExcluded Shares) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingswith- holdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates certifi- xxxxx formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenses.formerly

Payment for Shares. Praxair Immediately after the Effective Time, the Parent shall make available or cause to be made available to the paying agent appointed by Praxair the Parent that is reasonably acceptable to the Company (the "“Paying Agent"”) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeShares. Promptly after At the Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to be mailed promptly, and in any event not later than three business days following the Effective Time, mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Parent shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation Parent shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash Merger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expensesLaw.

Payment for Shares. Praxair Parent shall make available or cause to be made available as and when needed to the paying agent appointed by Praxair Parent, which paying agent shall be reasonably acceptable to the Company (the "Paying Agent") ), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Parent Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesa certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty 180 days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those expenses of the Paying Agent, Agent in connection with the exchange of cash for Shares and Praxair Parent shall reimburse the Surviving Corporation for such charges and expenses.

Payment for Shares. Praxair As of the Effective Time, the Acquiror shall make available or cause to be made available to the paying agent appointed by Praxair the Acquiror (which may be a subsidiary of the Acquiror) (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Acquiror shall cause to be mailed to each Person person who was, at immediately prior to the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Acquiror shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. If all required documentation is received by the Paying Agent within sixty days after the Effective Time, the Acquiror shall direct the Paying Agent to make payment of the Merger Consideration with respect to the Shares so surrendered within five business days of the receipt of all required documentation in proper form. If all required documentation is not received by the Paying Agent within sixty days after the Effective Time, the Acquiror shall direct the Paying Agent to make payment of the Merger Consideration with respect to the Shares so surrendered with reasonable promptness after receipt of all required documentation in proper form. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation Acquiror or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation Acquiror shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares that were outstanding on immediately prior to the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Acquiror only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation In the event any certificate shall pay all charges and expenseshave been lost, including those stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such person of a bond in connection such amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Payment for Shares. Praxair shall make available or cause to be made available Prior to the paying agent appointed by Praxair Effective Time, Buyer or Xxxxxx shall designate bank or trust company reasonably acceptable to the Company, to act as Paying Agent in connection with the Merger (the "Paying Agent") amounts sufficient in and to receive and disburse the aggregate Merger Consideration to which holders of Shares become entitled pursuant to Section 2.1. At the Effective Time, Buyer or Xxxxxx will provide all funds necessary for the Paying Agent with sufficient cash to make payments pursuant allow the Merger Consideration to Section 5.1(a) hereof be paid by the Paying Agent for each Share then entitled to holders of Shares issued and outstanding immediately prior to receive the Effective TimeMerger Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair CompaniesDissenting Shareholders) of issued and outstanding Shares a form (mutually agreed to by Purchaser Buyer and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash the Merger Consideration for Shares. In the event any certificate representing Shares and Praxair shall reimburse have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 2; provided, however, the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Promptly following the first anniversary of the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash held for payment as Merger Consideration and all other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter each holder of a certificate representing Shares may surrender such charges certificate to the Surviving Corporation (subject to applicable abandoned property, escheat and expensessimilar laws) and receive in exchange therefor the Merger Consideration in respect thereof, without interest thereon.

Payment for Shares. Praxair At Closing, immediately prior to the filing of the Certificate of Merger with the Delaware Secretary of State, Purchaser shall make available or cause to be made available to the paying agent Paying Agent appointed by Praxair Purchaser with the Company's prior written approval (the "Paying Agent") amounts which, together with the Deposit and any earnings thereon, will be sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(aSections 3.1(a) and 3.1(c) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeTime and to persons entitled to receive Option Amounts, as the case may be. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to in writing by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any withholdings required tax withholdingsunder Section 3406 of the Code. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective TimeTime or to persons entitled to receive Option Amounts, as applicable, and thereafter such holders and persons shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificatescertificates or Options. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares or to persons entitled to receive Option Amounts, as applicable, for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair Options and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. Except as provided above, Purchaser shall pay or cause to be paid or reimbursed any transfer or other similar tax or governmental charge (including any stock transfer, sales, real property transfer or real property gains tax) imposed in connection with, or as a result of the Merger, or the transfer of Shares or payment of Option Amounts pursuant thereto, including any such tax or governmental charge that is imposed on a shareholder of the Company; provided, however, that Purchaser shall not be required to pay or cause to be paid or reimbursed any capital gains or other income or similar tax imposed on any recipient of the Merger Consideration.

Payment for Shares. Praxair At or prior to the Effective Time, RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Praxair (the "Paying AgentPAYING AGENT") ), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each Person person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax withholdings. The Paying Agent shall pay the consideration to which a Significant Stockholder is entitled by wire transfer, at such Significant Stockholder's request provided that such Significant Stockholder provides the Paying Agent sufficient notice of its account information. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be made to a Person person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Praxair shall reimburse the Surviving Corporation for such charges and expenseslaws.