Common use of Surrender of Shares Clause in Contracts

Surrender of Shares. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed (a) to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Network Common (the "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 risk of loss and title to the Certificates or Warrants, as applicable, shall pass, only upon proper delivery thereof to the trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Agent") and instructions for use in effecting the surrender of the Certificates or Warrants, as applicable, for payment of the Merger Consideration. Upon surrender to the Agent 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 be required pursuant to such instructions, the holder of each Certificate or Warrant shall be entitled to receive in exchange therefor the Merger Consideration and such Certificate or Warrant, respectively, shall then be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Warrant is registered on the stock transfer books of Network, it shall be a condition of payment that the Certificate or Warrant so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Warrant surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable.

Surrender of Shares. Promptly As soon as reasonably practicable (but not later than ten (10) Business Days) after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to be mailed (a) mail to each record holderholder of Shares, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Network Common (the "Certificates"), and (bi) 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 Certificates or Warrants, as applicable, Shares shall pass, only upon proper delivery thereof of the Shares to the trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Exchange Agent") and (ii) instructions for use in effecting the surrender of the Certificates 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 Warrantsother 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, as applicableif any, for payment of shall be effected in accordance with the Merger ConsiderationExchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Agent of a Certificate or WarrantExchange 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 pursuant to such instructionsby the Exchange Agent, the holder of each Certificate or Warrant 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 Merger Consideration and such Certificate or Warrant, respectively, Shares so surrendered shall then forthwith be canceledcancelled. If payment any portion of the Merger Consideration is to be made to registered in the name of a person Person other than the person Person in whose name the applicable surrendered Certificate or Warrant Share is registered on the stock transfer books of Networkregistered, it shall be a condition of payment to the registration thereof that the Certificate or Warrant so surrendered shall be endorsed properly or otherwise Share be in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment delivery of the Merger Consideration to pay any transfer or other similar Taxes required as a person result of such registration in the name of a Person other than the registered holder of the Certificate such Share or Warrant surrendered or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such taxes either have Tax has been paid or are is not applicablepayable. 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. Promptly after Upon the Effective Timeoccurrence of the provisions set forth in paragraph 5(A)(g), the Surviving Corporation shall cause to be mailed (a) to each record holder, as holders of Series A Preferred Stock may surrender the Effective Time, of an outstanding certificate or certificates which immediately prior for such shares of Series A Preferred Stock at the offices of the Corporation, or at such other place or places, if any, as the Board of Directors of the Corporation may determine, duly endorsed to the Effective Time represented Network Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank, and shall state in writing therein the name or names in which the holder wishes the certificate or certificates for shares of Common Stock issuable on such conversion to be issued. The surrender of shares of Series A Preferred Stock shall constitute a contract between the holder and the Corporation whereby (i) such holder shall be deemed to subscribe for the "Certificates")amount of Common Stock which he will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender the shares of Series A Preferred Stock and to release the Corporation from all obligation thereon, and (bii) 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 Corporation shall be effected, and risk of loss and title deemed to the Certificates or Warrants, as applicable, shall pass, only upon proper delivery thereof to the trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Agent") and instructions for use in effecting agree that the surrender of the Certificates certificate or Warrants, as applicable, certificates for such shares of Series A Preferred Stock and the extinguishment of obligation thereon shall constitute full payment of such subscription for the Merger ConsiderationCommon Stock so subscribed for and to be issued upon such conversion. Upon surrender The Corporation will as soon as practicable after such deposit of certificates for shares of Series A Preferred Stock, issue and deliver to the Agent person for whose account such shares of Series A Preferred Stock were so surrendered, or to his nominee or nominees, a Certificate certificate or Warrantcertificates for the number of full shares of Common Stock to which the holder shall be entitled as aforesaid, together with a check or cash in respect of any fraction of a share as hereinafter provided in paragraph 5(A)(f). Subject to the following provisions of this Section 5, such letter conversion shall be deemed to have been made on the Business Day on which a holder of transmittal, duly completed and validly executed Series A Preferred Stock has surrendered its shares of Series A Preferred Stock in accordance with the instructions theretoconditions described in paragraph 5(A), and the person or persons entitled to receive the Common Stock issuable upon conversion of the Series A Preferred Stock shall be deemed for all purposes to have become the record holder or holders of such other documents as may Common Stock and to have ceased to be required pursuant to such instructions, the holder of each Certificate or Warrant shall be entitled to receive in exchange therefor the Merger Consideration and Series A Preferred Stock on such Certificate or Warrant, respectively, shall then be canceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Warrant is registered on the stock transfer books of Network, it shall be a condition of payment that the Certificate or Warrant so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Warrant surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicableBusiness Day.

Surrender of Shares. Promptly after After the Effective Time, the Surviving Corporation shall cause to be mailed (a) to each record holder, as Time of the Effective TimeMerger, each holder of an outstanding certificate or certificates which immediately prior theretofore representing shares of Company Common Stock converted into TSI Common Stock pursuant to the Effective Time represented Network Common Section 1.4.2 hereof (the "Company Stock Certificates"), and (b) upon surrender thereof either to each record holderTSI, as of the Effective Timeits representative or Norwest Bank, of a WarrantN.A., in each case, a form letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Warrants, as applicable, shall pass, only upon proper delivery thereof to the trust company to act as TSI's transfer agent for the holders of Network Common and Warrants in connection with the Merger (the "Transfer Agent") and instructions for use in effecting the surrender of the Certificates or Warrants), as applicable, for payment of the Merger Consideration. Upon surrender to the Agent 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 be required pursuant to such instructions, the holder of each Certificate or Warrant shall be entitled to receive (subject to the escrow provisions hereinafter set forth) in exchange therefor (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 TSI Common Stock into which the shares of Company Common Stock theretofore represented by such surrendered certificate or certificates shall have been converted pursuant to Section 1.4.2 hereof. TSI shall immediately wire the funds representing the cash conversion amount to which the Principal Shareholder is entitled at Closing upon receipt of the certificates of the Principal Shareholder. Until so surrendered, each 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 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 Merger Consideration amount, without interest, of dividends and such 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 or Warrantis surrendered, respectively, shall then be canceled. If payment from and after the Effective Time of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Warrant is registered on the stock transfer books of Networksuch certificate shall under no circumstances evidence, it shall be a condition of payment that the Certificate or Warrant so surrendered shall be endorsed properly represent or otherwise be constitute any stock or other interest whatsoever in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Warrant surrendered or shall have established to the satisfaction of Company, the Surviving Corporation that such taxes either have been paid or are not applicableany other person, firm or corporation other than TSI or its successors.

Surrender of Shares. Promptly (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 practicable after the Effective Time, the Surviving Corporation Disbursing Agent shall cause to be mailed (a) mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Network Common Shares (individually, a "Certificate" and collectively the "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 risk of loss and title to the Certificates or Warrants, as applicable, shall pass, only upon proper delivery thereof to the trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Agent") and instructions for use in effecting the surrender of the Certificates or Warrants, as applicable, for payment of the Merger Considerationthereof. Upon surrender to the Disbursing Agent of a Certificate or WarrantCertificate, 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 be required pursuant to such instructions, the holder of each such Certificate or Warrant shall be entitled to receive in exchange therefor (i) cash in an amount equal to the product of the number of Shares represented by such Certificate and the Cash Amount and (ii) subject to subparagraph (b) of this Article XII, a Junior Note in principal amount equal to the product of the number of Shares represented by such 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 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 paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate. Until so surrendered and exchanged, each such Certificate shall, after the Effective Time, be deemed to represent only the right to receive the Merger Consideration Consideration, and until such surrender and exchange, no cash or Junior Notes shall be delivered to the holder of such outstanding Certificate or Warrant, respectively, shall then be canceledin respect thereof. If payment of the Merger Consideration is to be made to a person other than the person in whose name the a surrendered Certificate or Warrant is registered on the stock transfer books of Networkregistered, it shall be a condition of to such payment that the Certificate or Warrant so surrendered shall be endorsed properly or shall be otherwise be in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other taxes required by reason of the such payment of the Merger Consideration to in a person name other than that of the registered holder of the Certificate or Warrant surrendered or shall have established to the satisfaction of the Surviving Corporation Purchaser that such taxes tax either have has been paid or are is not applicablepayable. If any 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, such cash or Junior Notes shall be 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 by law.

Surrender of Shares. Promptly after After the Effective Time, the Surviving Corporation shall cause to be mailed (a) to each record holder, as Time of the Effective TimeMerger, each holder of an outstanding certificate or certificates which immediately prior theretofore representing shares of Company Common Stock converted into SNCI Common Stock pursuant to the Effective Time represented Network Common Section 1.5.1 hereof (the "Company Stock Certificates"), and (b) upon surrender thereof either 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 risk of loss and title to the Certificates SNCI or Warrants, as applicable, shall pass, only upon proper delivery thereof to the trust company to act as Colonial Stock Transfer SNCI's transfer agent for the holders of Network Common and Warrants in connection with the Merger (the "Transfer Agent") and instructions for use in effecting the surrender of the Certificates or Warrants), as applicable, for payment of the Merger Consideration. Upon surrender to the Agent 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 be required pursuant to such instructions, the holder of each Certificate or Warrant shall be entitled to receive in exchange therefor (i) any payment due in lieu of fractional shares pursuant to Section 1.5.2 hereof; and (ii) a certificate or certificates representing the Merger Consideration number of whole shares of SNCI Common Stock into which the shares of Company Common Stock theretofore represented by such surrendered certificate or certificates shall have been converted pursuant to Section 1.5.1 hereof. Until surrendered, each 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 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 or Warrantis surrendered, respectively, shall then be canceled. If payment from and after the Effective Time of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Warrant is registered on the stock transfer books of Networksuch certificate shall under no circumstances evidence, it shall be a condition of payment that the Certificate or Warrant so surrendered shall be endorsed properly represent or otherwise be constitute any stock or other interest whatsoever in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Warrant surrendered or shall have established to the satisfaction of Company, the Surviving Corporation that such taxes either have been paid or are not applicableany other person, firm or corporation other than SNCI or its successors.

Surrender of Shares. Promptly after the Effective Time, the Surviving Corporation Acquiror shall cause to be mailed (a) deliver to each record holderholder of a 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, as a letter of transmittal and/or instructions for use in surrendering Certificates for Common Shares of Acquiror therefor. After the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Network Common (the "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 such holder shall be effectedentitled, and risk of loss and title to the Certificates or Warrants, as applicable, shall pass, only upon proper delivery thereof to the trust company to act as agent for the holders of Network Common and Warrants in connection with the Merger (the "Agent") and instructions for use in effecting the surrender of the Certificates or Warrants, as applicable, for payment of the Merger Consideration. Upon surrender to the Agent of a Certificate or Warrant, (together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant by such letter) to such instructionsWHC, to receive 90-day promissory notes for cash and shares of WHC common stock in the holder amounts provided in Section 2.1(a) of this Agreement. Until so surrendered, each Certificate or Warrant shall shall, upon and after the Effective Time, be entitled deemed for all purposes to represent and evidence only the right to receive 90- day promissory notes for cash and shares of WHC common stock in exchange therefor the Merger Consideration and such Certificate amounts provided in Section 2.1(a) of this Agreement. No interests shall accrue or Warrant, respectively, shall then be canceledpayable with respect to any payment provided in this Section 2.2. If payment of the Merger Consideration such cash is to be made paid to a person other than the person in whose name the surrendered a Certificate or Warrant is registered on the stock transfer books of Networkregistered, it shall be a condition of payment that the Certificate or Warrant so surrendered shall be properly endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all either, (i) pay to the WHC any transfer and or other taxes tax required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate certificate surrendered, or Warrant surrendered or shall have established (ii) establish to the satisfaction of the Surviving Corporation WHC that such taxes either have tax has been paid or are is not applicablepayable. WHC shall be authorized to pay the cash attributable to any 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, the holders of Certificates shall cease to have rights with respect to any Shares represented thereby except as otherwise provided in this Agreement or by law.