Common use of DELIVERY, EXCHANGE AND PAYMENT Clause in Contracts

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to TMI (or any agent which may be appointed by TMI for purposes of this Section 2.05), receive, and TMI will pay and issue, or cause to be paid and issued, to each Stockholder, in each case, subject to the provisions of Section 2.06, the Merger Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of TMI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04. All shares of TMI Common Stock issuable in the Merger will be deemed for all purposes to have been issued by TMI at the Effective Time. All cash included in the Merger Consideration shall be paid by TMI's company check or checks, one or more wire transfers to accounts designated by the respective Stockholders at least two New York business days before the IPO Closing Date, or by certified or official bank check or checks, at TMI's option.

DELIVERY, EXCHANGE AND PAYMENT. (a) At or after the Effective Time: (i) each the Stockholder, as the holder of certificates representing shares of Company Common Stock, will, on surrender of his certificates to TMI (or any agent which may be appointed by TMI for purposes of this Section 2.05), receive, and TMI will pay and issue, or cause to be paid and issued, to each the Stockholder, in each case, subject to the provisions of Section 2.06, the Merger Initial Cash Consideration and the Initial Stock Consideration; and (ii) until any certificate representing Company Common Stock has been surrendered and replaced pursuant to this Section 2.05, that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of TMI Common Stock included in the Merger Consideration payable in respect of that certificate pursuant to Section 2.04Initial Stock Consideration. All shares of TMI Common Stock issuable included in the Merger Initial Stock Consideration will be deemed for all purposes to have been issued by TMI at the Effective Time. All cash included in the Merger Initial Cash Consideration shall be paid by TMI's company check or checks, one or more wire transfers to accounts designated by the respective Stockholders at least two New York business days before the IPO Closing Date, or by certified or official bank check or checks, at TMI's option.