Common use of Surrender of Shares Clause in Contracts

Surrender of Shares. As soon as reasonably practicable (but not later than ten (10) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for whole shares of Parent Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to the Parent and the Company. Exchange of any Shares held in book entry form, if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 3.4(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 3.1(d) or Section 3.4(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 3.1(d) or Section 3.4(c).

Surrender of Shares. As soon as reasonably practicable (but not later than ten (10) Business Days) Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed (a) to each holder record holder, as of Sharesthe Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Network Common (ithe "Certificates"), and (b) to each record holder, as of the Effective Time, of a Warrant, in each case, a form letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates or Warrants, as applicable, shall pass, only upon proper delivery of the Shares thereof to the Exchange trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Agent") and (ii) instructions for use in effecting the surrender of the Shares in exchange Certificates or Warrants, as applicable, for whole shares payment of Parent Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to the Parent and the Company. Exchange of any Shares held in book entry form, if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formMerger Consideration. Upon surrender of Shares for cancellation to the Exchange AgentAgent of a Certificate or Warrant, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Shares each Certificate or Warrant shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by the Merger Consideration and such holder) to which such holder is entitled pursuant to Section 3.1 (which Certificate or Warrant, respectively, shall then be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and the Shares so surrendered shall forthwith be cancelledcanceled. If any portion payment of the Merger Consideration is to be registered in the name of made to a Person person other than the Person person in whose name the applicable surrendered Share Certificate or Warrant is registeredregistered on the stock transfer books of Network, it shall be a condition to the registration thereof of payment that the Certificate or Warrant so surrendered Share shall be endorsed properly or otherwise be in proper form for transfer and that the Person person requesting such delivery payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration pay any transfer or other similar Taxes required as to a result of such registration in the name of a Person person other than the registered holder of such Share the Certificate or establish Warrant surrendered or shall have established to the satisfaction of the Exchange Agent Surviving Corporation that such Tax has taxes either have been paid or is are not payable. Until surrendered as contemplated by this Section 3.4(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 3.1(d) or Section 3.4(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 3.1(d) or Section 3.4(c)applicable.

Surrender of Shares. As soon Upon the occurrence of the provisions set forth in paragraph 5(A)(g), the holders of Series A Preferred Stock may surrender the certificate or certificates for such shares of Series A Preferred Stock at the offices of the Corporation, or at such other place or places, if any, as reasonably practicable (but not later than ten (10) Business Days) after the Effective TimeBoard of Directors of the Corporation may determine, Parent duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank, and shall cause state in writing therein the Exchange Agent name or names in which the holder wishes the certificate or certificates for shares of Common Stock issuable on such conversion to mail to each be issued. The surrender of shares of Series A Preferred Stock shall constitute a contract between the holder of Shares, and the Corporation whereby (i) a letter of transmittal (which shall specify that delivery such holder shall be effecteddeemed to subscribe for the amount of Common Stock which he will be entitled to receive upon such conversion and, in payment and that risk satisfaction of loss such subscription, to surrender the shares of Series A Preferred Stock and title to release the Shares shall passCorporation from all obligation thereon, only upon delivery of the Shares to the Exchange Agent) and (ii) instructions for use in effecting the Corporation shall be deemed to agree that the surrender of the Shares in exchange certificate or certificates for whole such shares of Parent Series A Preferred Stock and the extinguishment of obligation thereon shall constitute full payment of such subscription for the Common Stock (so subscribed for and to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of certificates for shares of Series A Preferred Stock, issue and deliver to the person for whose account such shares of Series A Preferred Stock were so surrendered, or to his nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which the holder shall be in uncertificated book entry form unless entitled as aforesaid, together with a physical certificate is requested), check or cash in lieu respect of any fractional fraction of a share as hereinafter provided in paragraph 5(A)(f). Subject to the following provisions of this Section 5, such conversion shall be deemed to have been made on the Business Day on which a holder of Series A Preferred Stock has surrendered its shares of Parent Common Series A Preferred Stock pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to the Parent and the Company. Exchange of any Shares held in book entry form, if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held conditions described in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(cparagraph 5(A), and the Shares so surrendered shall forthwith be cancelled. If any portion person or persons entitled to receive the Common Stock issuable upon conversion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 3.4(b), each Share Series A Preferred Stock shall be deemed at any time after for all purposes to have become the Effective Time record holder or holders of such Common Stock and to represent only the right to receive the Merger Consideration (and any amounts have ceased to be paid pursuant to Section 3.1(d) or Section 3.4(c)) upon the holder of Series A Preferred Stock on such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 3.1(d) or Section 3.4(c)Business Day.

Surrender of Shares. (a) At or prior to the Effective Time, there shall have been deposited in trust with a disbursing agent (the "Disbursing Agent") as agent for the holders of Shares, the cash and Junior Notes to which holders of Shares shall be entitled at the Effective Time pursuant to subparagraph (a) of Article XI and subparagraph (b) of this Article XII. As soon as reasonably practicable (but not later than ten (10) Business Days) after the Effective Time, Parent the Disbursing Agent shall cause the Exchange Agent to mail to each holder record holder, as of Sharesthe Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (i) individually, a "Certificate" and collectively the "Certificates"), a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Shares in exchange Certificates for whole shares of Parent Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to the Parent and the Company. Exchange of any Shares held in book entry form, if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formpayment thereof. Upon surrender of Shares for cancellation to the Exchange AgentDisbursing Agent of a Certificate, together with such duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (i) cash in an amount equal to the product of the number of whole shares of Parent Common Stock (after taking into account all Shares surrendered represented by such holderCertificate and the Cash Amount and (ii) subject to which subparagraph (b) of this Article XII, a Junior Note in principal amount equal to the product of the number of Shares represented by such holder is entitled pursuant Certificate and the Note Amount. No interest will be paid or accrued on the cash payable upon the surrender of Certificates. Interest shall accrue and be payable with respect to Section 3.1 (which the Junior Notes only to the extent that the Junior Notes, by their terms, specifically provide for the accrual and payment of interest, provided, however, that no interest or other distribution payable after the Effective Time with respect to the Junior Notes shall be in uncertificated book entry form unless a physical certificate is requested)paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate. Until so surrendered and exchanged, payment by each such Certificate shall, after the Effective Time, be deemed to represent only the right to receive the Merger Consideration, and until such surrender and exchange, no cash or check Junior Notes shall be delivered to the holder of such outstanding Certificate in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and the Shares so surrendered shall forthwith be cancelledrespect thereof. If any portion of the Merger Consideration payment is to be registered in the name of made to a Person person other than the Person person in whose name the applicable a surrendered Share Certificate is registered, it shall be a condition to the registration thereof such payment that the Certificate so surrendered Share shall be endorsed or shall be otherwise in proper form for transfer and that the Person person requesting such delivery of the Merger Consideration pay payment shall have paid any transfer or and other similar Taxes taxes required as a result by reason of such registration payment in the a name of a Person other than that of the registered holder of such Share the Certificate surrendered or establish shall have established to the satisfaction of the Exchange Agent Purchaser that such Tax tax either has been paid or is not payable. Until surrendered as contemplated by this Section 3.4(b), each Share shall be deemed at If any time cash or Junior Notes deposited with the Disbursing Agent for purposes of payment in exchange for such Shares remains unclaimed following the expiration of six months after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 3.1(d) Time, such cash or Section 3.4(c)) upon such surrender. No interest Junior Notes shall be paid delivered to Purchaser by the Disbursing Agent and, thereafter the surrender and exchange shall be effected directly with Purchaser. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such Shares, except as otherwise provided herein or shall accrue on any amount payable pursuant to Section 3.1(d) or Section 3.4(c)by law.

Surrender of Shares. As soon as reasonably practicable (but not later than ten (10) Business Days) Promptly after the Effective Time, Parent the Acquiror shall cause the Exchange Agent to mail deliver to each holder of Sharesa certificate (a "Certificate") representing its Common Shares that were converted into the right to receive the Merger Consideration as set forth in Section 2.1(a) of this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent) and (ii) and/or instructions for use in effecting surrendering Certificates for Common Shares of Acquiror therefor. After the Effective Time, each such holder shall be entitled, upon surrender of the Shares in exchange for whole shares of Parent Common Stock a Certificate (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to the Parent and the Company. Exchange of any Shares held in book entry form, if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentsuch letter) to WHC, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole 90-day promissory notes for cash and shares of Parent Common Stock (WHC common stock in the amounts provided in Section 2.1(a) of this Agreement. Until so surrendered, each Certificate shall, upon and after taking into account the Effective Time, be deemed for all Shares surrendered by such holder) purposes to which such holder is entitled pursuant represent and evidence only the right to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by receive 90- day promissory notes for cash or check in lieu of fractional and shares of Parent Common Stock which such holder is entitled WHC common stock in the amounts provided in Section 2.1(a) of this Agreement. No interests shall accrue or be payable with respect to receive pursuant to any payment provided in this Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and the Shares so surrendered shall forthwith be cancelled2.2. If any portion of the Merger Consideration such cash is to be registered in the name of paid to a Person person other than the Person person in whose name the applicable surrendered Share a Certificate is registered, it shall be a condition to the registration thereof of payment that the Certificate so surrendered Share be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such delivery of payment either, (i) pay to the Merger Consideration pay WHC any transfer or other similar Taxes tax required as by reason of the payment to a result of such registration in the name of a Person person other than the registered holder of such Share the certificate surrendered, or (ii) establish to the satisfaction of the Exchange Agent WHC that such Tax tax has been paid or is not payable. Until surrendered as contemplated by this Section 3.4(b), each Share WHC shall be deemed at authorized to pay the cash attributable to any time Certificate theretofore issued which has been lost or destroyed, upon receipt of satisfactory evidence of ownership of the Common Shares formerly represented thereby and of appropriate indemnification. From and after the Effective Time Time, the holders of Certificates shall cease to represent only the right have rights with respect to receive the Merger Consideration (and any amounts to be paid pursuant to Section 3.1(d) Shares represented thereby except as otherwise provided in this Agreement or Section 3.4(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 3.1(d) or Section 3.4(c)by law.

Surrender of Shares. As soon as reasonably practicable (but not later than ten (10) Business Days) after After the Effective TimeTime of the Merger, Parent shall cause the Exchange Agent to mail to each holder of Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for whole an outstanding certificate or certificates theretofore representing shares of Parent Company Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent converted into SNCI Common Stock pursuant to Section 3.1(d) and any dividends 1.5.1 hereof ("Company Stock Certificates"), upon surrender thereof either to SNCI or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to Colonial Stock Transfer SNCI's transfer agent (the Parent and the Company. Exchange of any Shares held in book entry form"Transfer Agent"), if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor that (i) any payment due in lieu of fractional shares pursuant to Section 1.5.2 hereof; and (ii) a certificate or certificates representing the number of whole shares of Parent SNCI Common Stock (after taking into account all Shares surrendered which the shares of Company Common Stock theretofore represented by such holder) to which such holder is entitled surrendered certificate or certificates shall have been converted pursuant to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable1.5.1 hereof. Until surrendered as contemplated by this Section 3.4(b)surrendered, each Share outstanding Company Stock Certificate shall be deemed for all purposes, other than as provided below with respect to the payment of dividends or other distributions, if any, in respect of SNCI Common Stock, to represent the number of whole shares (and fractional shares) of SNCI Common Stock into which the shares of Company Common Stock theretofore represented thereby shall have been converted. Until so surrendered, SNCI may, at its option, refuse to pay any time dividend or other distribution, if any, payable to the holders of shares of SNCI Common Stock to the holders of Company Stock Certificates; provided, however, that upon surrender and exchange of such Company Stock Certificates there shall be paid to the record holders of the SNCI stock certificate or certificates issued in exchange therefor the amount, without interest, of dividends and other distributions, if any, which have become payable and which have not previously been paid with respect to the number of whole shares of SNCI Common Stock then issued, together with, without interest, any payment for fractional shares required by Section 1.5.2 hereof. Whether or not a Company Stock Certificate is surrendered, from and after the Effective Time to represent only the right to receive of the Merger Consideration (and such certificate shall under no circumstances evidence, represent or otherwise constitute any amounts to be paid pursuant to Section 3.1(d) stock or Section 3.4(c)) upon such surrender. No other interest shall be paid whatsoever in the Company, the Surviving Corporation or shall accrue on any amount payable pursuant to Section 3.1(d) other person, firm or Section 3.4(c)corporation other than SNCI or its successors.

Surrender of Shares. As soon as reasonably practicable (but not later than ten (10) Business Days) after After the Effective TimeTime of the Merger, Parent shall cause the Exchange Agent to mail to each holder of Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for whole an outstanding certificate or certificates theretofore representing shares of Parent Company Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested), cash in lieu of any fractional shares of Parent converted into TSI Common Stock pursuant to Section 3.1(d) and any dividends 1.4.2 hereof ("Company Stock Certificates"), upon surrender thereof either to TSI, its representative or other distributions payable pursuant to Section 3.4(c) in each case in customary form and substance and reasonably acceptable to Norwest Bank, N.A., TSI's transfer agent (the Parent and the Company. Exchange of any Shares held in book entry form"Transfer Agent"), if any, shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive (subject to the escrow provisions hereinafter set forth) in exchange therefor that (i) the total cash conversion amounts for such shares pursuant to Section 1.4.2 hereof, (ii) any payment due in lieu of fractional shares pursuant to Section 1.4.3 hereof, and (iii) a certificate or certificates representing the number of whole shares of Parent TSI Common Stock (after taking into account all Shares surrendered which the shares of Company Common Stock theretofore represented by such holder) to which such holder is entitled surrendered certificate or certificates shall have been converted pursuant to Section 3.1 (1.4.2 hereof. TSI shall immediately wire the funds representing the cash conversion amount to which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder the Principal Shareholder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.4(c), and the Shares so surrendered shall forthwith be cancelled. If any portion at Closing upon receipt of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the Person requesting such delivery certificates of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payablePrincipal Shareholder. Until surrendered as contemplated by this Section 3.4(b)so surrendered, each Share outstanding Company Stock Certificate shall be deemed for all purposes, other than as provided below with respect to the payment of dividends or other distributions, if any, in respect of TSI Common Stock, to represent the cash conversion amounts for the shares represented by the certificate plus the number of whole shares of TSI Common Stock into which the shares of Company Common Stock theretofore represented thereby shall have been converted. Until so surrendered, TSI may, at its option, refuse to pay any time dividend or other distribution, if any, payable to the holders of shares of TSI Common Stock to the holders of Company Stock Certificates; provided, however, that upon surrender and exchange of such Company Stock Certificates there shall be paid to the record holders of the TSI stock certificates or certificates issued in exchange therefor the amount, without interest, of dividends and other distributions, if any, which have become payable and which have not previously been paid with respect to the number of whole shares of TSI Common Stock then issued, together with, without interest, any payment for fractional shares required by Section 1.4.3 hereof, and, without interest, the cash conversion amount for the shares of Company Common Stock. Whether or not a Company Stock Certificate is surrendered, from and after the Effective Time to represent only the right to receive of the Merger Consideration (and such certificate shall under no circumstances evidence, represent or otherwise constitute any amounts to be paid pursuant to Section 3.1(d) stock or Section 3.4(c)) upon such surrender. No other interest shall be paid whatsoever in the Company, the Surviving Corporation or shall accrue on any amount payable pursuant to Section 3.1(d) other person, firm or Section 3.4(c)corporation other than TSI or its successors.