Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. 3.1 On the Closing Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING Stock and (ii) the amount of cash, in each case as set forth on Annex III hereto with respect to such STOCKHOLDER. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDER. 3.2 The STOCKHOLDERS shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to HOLDING, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. To the extent reasonably required, the STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto), all of such certificates shall be deemed released and surrendered by such counsel to HOLDING without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On At the Effective Time of the Merger and on the Closing Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING CTS Stock and (ii) the amount of cash, in each case all as set forth on Annex III hereto with respect to such STOCKHOLDER, provided that such cash shall be paid out of the net proceeds from the IPO. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDERtransfer. 3.2 The STOCKHOLDERS shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx Bockius LLP, counsel to HOLDINGCTS, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. To the extent reasonably required, the The STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto)Date, all of such certificates shall be deemed released and surrendered by such counsel to HOLDING CTS without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On the Closing Funding and Consummation Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING CEI Stock and (ii) the amount of cash, in each case as cash set forth on Annex III hereto with respect to such STOCKHOLDER. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDER. 3.2 The STOCKHOLDERS shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to HOLDINGCEI, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceledcancelled. To the extent reasonably required, the The STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares Funding and cash set forth on Annex III hereto)Consummation Date, all of such certificates shall be deemed released and surrendered by such counsel to HOLDING CEI without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On (a) Promptly after the Closing Date Effective Time, Parent, on behalf of the STOCKHOLDERSSurviving Corporation, who are shall deliver certificates to State Street Bank and Trust Company (the "INDEMNIFICATION ESCROW AGENT") and the holders of all outstanding certificates Company Shares representing the shares of COMPANY StockParent Common Stock and the cash (in immediately available funds) to which holders of Company Shares shall be entitled pursuant to Sections 2.1 and 2.4 hereof. (b) At the Closing or as soon as practicable thereafter, shall, upon surrender each holder of record (other than Parent or Merger Sub or any other subsidiary of Parent) of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Company Shares (individually a "CERTIFICATE" and collectively the "CERTIFICATES") shall deliver to the Exchange Agent (as defined below) such shareholder's Certificates. The holder of such certificatesCertificate(s) shall be entitled to receive in exchange therefor a certificate representing all of the shares of Parent Common Stock (excluding those shares being placed in escrow as described below) and all the cash, if any, that such holder is entitled to receive pursuant to Sections 2.1 and 2.4 hereof. State Street Bank and Trust Company shall act as the agent for the Company Shareholders for purposes of mailing and receiving transmittal letters and distributing the Merger Consideration to the Company Shareholders (i) the respective "EXCHANGE AGENT"). Of the shares otherwise issuable to the Company Shareholders, an aggregate number of shares equal to 10% of HOLDING the Parent Common Stock to be issued in exchange for the acquisition of all Company Shares (the "INDEMNIFICATION ESCROW SHARES") rounded up to the nearest whole share shall be deposited by the Parent with the Indemnification Escrow Agent in accordance with the terms and provisions of the Escrow Agreement to be executed as of the Closing between the Parent, Merger Sub, the Company, the Indemnification Representatives and the Indemnification Escrow Agent (ii) the amount "ESCROW AGREEMENT"). The delivery of cashthe Indemnification Escrow Shares by Parent to the Indemnification Escrow Agent shall be made on behalf of the Company Shareholders in accordance with the provisions hereof, in each case with the same force and effect as set forth on Annex III hereto with respect if such shares had been delivered by Parent directly to such STOCKHOLDERholders and subsequently delivered by such holders to the Indemnification Escrow Agent. The cash payable pursuant to clause (ii) shares so deposited shall be paid by wire transfer to an account designated by each STOCKHOLDER. 3.2 The STOCKHOLDERS shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to HOLDING, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed evidenced by a national or state chartered bank or other financial institution, separate certificate in the name of the Escrow Agent on behalf of the Company Shareholders and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. To the extent reasonably required, the STOCKHOLDERS agree promptly to cure any deficiencies with respect shall be subject to the endorsement of restrictions on transfer and assignment provided in the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto), all of such certificates shall be deemed released and surrendered by such counsel to HOLDING without any further action on the part of the STOCKHOLDERS or such counselEscrow Agreement.

Delivery of Merger Consideration. 3.1 On the Closing Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, in accordance with their respective elections theretofore executed and upon surrender of such certificates, receive (i) the respective number of shares of HOLDING Stock and (ii) the amount of cash, in each case as to be set forth on Annex III hereto promptly following execution hereof with respect to such STOCKHOLDER. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDER. 3.2 The STOCKHOLDERS shall deliver in trust trust, subject to an escrow agreement in form and content reasonably acceptable to STOCKHOLDERS, to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to HOLDING, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. To the extent reasonably required, the STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash to be set forth on Annex III heretohereto promptly following execution hereof), all of such certificates shall be deemed released and surrendered by such counsel to HOLDING without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On the Closing Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING Stock and (ii) the amount of cash, in each case as set forth on Annex III hereto with respect to such STOCKHOLDER. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDER. 3.2 The STOCKHOLDERS shall deliver in trust trust, subject to an escrow letter agreement in form and content reasonably acceptable to the STOCKHOLDERS, to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to HOLDING, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. To the extent reasonably required, the STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto), all of such certificates shall be deemed released and surrendered by such counsel to HOLDING without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On At the Effective Time of the Merger and on the Closing Date the STOCKHOLDERSSTOCKHOLDER, who are is the holders holder of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING CTS Stock and (ii) the amount of cash, in each case all as set forth on Annex III hereto with respect to the STOCKHOLDER, provided that such STOCKHOLDERcash shall be paid out of the net proceeds from the IPO. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDERtransfer. 3.2 The STOCKHOLDERS STOCKHOLDER shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx Bockius LLP, counsel to HOLDINGCTS, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERSSTOCKHOLDER, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' STOCKHOLDER'S expense, affixed and canceled. To the extent reasonably required, the STOCKHOLDERS agree The STOCKHOLDER agrees promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto)Date, all of such certificates shall be deemed released and surrendered by such counsel to HOLDING CTS without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On At the Effective Time of the Merger and on the Closing Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING CTS Stock and (ii) the amount of cashcash set, in each case all as set forth on Annex III hereto with respect to such STOCKHOLDER, provided that such cash shall be paid out of the net proceeds from the IPO. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDERtransfer. 3.2 The STOCKHOLDERS shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx Bockius LLP, counsel to HOLDINGCTS, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. To the extent reasonably required, the The STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto)Date, all of such certificates shall be deemed released and surrendered by such counsel to HOLDING CTS without any further action on the part of the STOCKHOLDERS or such counsel.

Delivery of Merger Consideration. 3.1 On At the Effective Time of the Merger and on the Closing Date the STOCKHOLDERSSTOCKHOLDER, who are is the holders holder of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive (i) the respective number of shares of HOLDING CTS Stock and (ii) the amount of cash, in each case all as set forth on Annex III hereto with respect to the STOCKHOLDER, provided that such STOCKHOLDERcash shall be paid out of the net proceeds from the IPO. The cash payable pursuant to clause (ii) shall be paid by wire transfer to an account designated by each STOCKHOLDERtransfer. 3.2 The STOCKHOLDERS STOCKHOLDER shall deliver in trust to Xxxxxx, Xxxxx & Xxxxxxx Bockius LLP, counsel to HOLDINGCTS, at the Pre-Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERSSTOCKHOLDER, or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary Transfer Tax and other revenue stamps, acquired at the STOCKHOLDERS' STOCKHOLDER's expense, affixed and canceled. To the extent reasonably required, the STOCKHOLDERS agree The STOCKHOLDER agrees promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock. Upon consummation of the IPO and the transactions contemplated to occur on the Closing Date (including, without limitation, the tender to each STOCKHOLDER (or to its agent) of the shares and cash set forth on Annex III hereto)Date, all of such certificates shall be deemed released and surrendered by such counsel to HOLDING CTS without any further action on the part of the STOCKHOLDERS or such counsel.