This section contains the nature of the case and procedural background.

On October 2, 1931, Timken-Detroit Company entered into a 'plan and agreement of merger, consolidation, and reorganization' with Silent Automatic Company. Silent Automatic agreed to transfer, and Timken agreed to acquire all the assets of Silent Automatic. The date fixed for the transfer was January 2, 1932. Silent Automatic agreed that prior to that date, the Sales Corporation would be dissolved, its assets distributed and its capital stock canceled or redeemed. Timken agreed as of the date fixed for transfer to pay $2,100,000 in cash and debentures.

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