1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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the TBCA, unless and until the holder of such Dissenting Shares shall have failed to comply with the requirements of Articles 5.11, 5.12 and 5.13 of the TBCA or shall have effectively withdrawn or lost such right to dissent from the Merger and demand payment of the "fair value" of the Dissenting Shares held by such holder. If after the Effective Time, such holder of Dissenting Shares shall have so failed to comply with the requirements of Articles 5.11, 5.12 and 5.13 ofthe-TBCA or shall have effectively withdrawn or lost such right to dissent from the Merger and demand 'payment of the "fair value" of the Dissenting Shares held by such holder, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall be converted into and represent solely the right to receive the Consideration without any interest thereon, as provided in Section 2.5 hereof. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent or as may otherwise be required by applicable law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands. Section 2.5 Exchange of Certificates. (a) Exchange Agent and Exchange Fund. Prior to the Effective Time, Parent shall retain the Exchange Agent to exchange the Certificates that immediately prior to the Effective Time represented outstanding shares (other than Excluded Shares and Dissenting Shares) of Company Common Stock for the Consideration. At the Effective Time, Parent will make available to the Exchange Agent the Consideration (the "Exchange Fund"). (b) Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent to send to each holder of record of shares of Company Common Stock whose shares were converted pursuant to Section 2.2 into the right to receive the Consideration (i) a letter of transmittal (which shall specifY that delivery shall be effected, and risk ofloss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Exchange Agent shall reasonably specifY) and (ii) instructions for use in effecting the surrender of the Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Class A Common Stock that the holder is entitled to receive under this Article Two, and (B) a check in the amount (after giving effect to any required tax withholding) of the cash portion of the Consideration that the holder is entitled to receive under this Article Two and any uripaid dividends (other than stock dividends), and the Certificate so surrendered shall immediately be canceled. No interest will be paid or accrued with respect to any consideration deliverable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of Company, payment may be made to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this A TI/90584-8 8