Delivery of Merger Consideration. 3.1 On the Funding and Consummation Date the Stockholders, who are the holders of all of the outstanding capital stock of the Company, shall, upon surrender of certificates representing such shares, receive the respective numbers of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amounts of cash described on Annex I hereto, said cash to be payable by certified check or wire transfer as so requested by the Stockholders at least two business days prior to closing. 3.2 The Stockholders shall deliver to TCI at the Closing the certificates representing Company Stock, duly endorsed in blank by the Stockholders, or accompanied by blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Stockholders' expense, affixed and canceled. 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.
Appears in 10 contracts
Samples: Merger Agreement (Transportation Components Inc), Merger Agreement (Transportation Components Inc), Merger Agreement (Transportation Components Inc)
Delivery of Merger Consideration. 3.1 On the Funding and Consummation Date the Stockholders, who are the holders of all of the outstanding capital stock of the each Company, shall, upon surrender of certificates representing such shares, receive the respective numbers of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amounts of cash described on Annex I hereto, said cash to be payable by certified check or wire transfer as so requested by the Stockholders at least two business days prior to closing.
3.2 The Stockholders shall deliver to TCI at the Closing the certificates representing Company Stock, duly endorsed in blank by the Stockholders, or accompanied by blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Stockholders' expense, affixed and canceled. 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.
Appears in 6 contracts
Samples: Agreement and Plan of Organization (Transportation Components Inc), Merger Agreement (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc)