Common use of Replacement Shares Clause in Contracts

Replacement Shares. Notwithstanding anything to the contrary herein, if (a) for any reason ▇▇▇▇▇▇▇▇ has breached or is otherwise in default with respect to any of his representations, warranties, covenants or agreements set forth herein, (b) each Seller (other than ▇▇▇▇▇▇▇▇) shall have satisfied the conditions contained in Section 6.2 that are applicable to such Seller and (c) ▇▇▇▇▇▇▇▇ has not cured such breaches or defaults within two (2) Business Days following receipt of notice from the Sellers (other than ▇▇▇▇▇▇▇▇) stating that the conditions in clauses (a) and (b) in this Section 6.4 have been satisfied, then (I) ▇▇▇▇▇▇▇▇ shall immediately and automatically forfeit, and be deemed to have forfeited, all rights under this Agreement, including, without limitation, the right to sell the ▇▇▇▇▇▇▇▇ Shares to the Purchaser pursuant to this Agreement and the Sellers (other than ▇▇▇▇▇▇▇▇) shall be entitled to seek all available remedies against ▇▇▇▇▇▇▇▇ (including, without limitation, damages for any difference between the purchase price received for the Replacement Shares hereunder and the cost of acquiring the Replacement Shares), (II) the Sellers (other than ▇▇▇▇▇▇▇▇) shall have the right, but not the obligation, to acquire and deliver the amount of shares of Common Stock necessary to replace the ▇▇▇▇▇▇▇▇ Shares (such shares of Common Stock, the “Replacement Shares”) and (III) the Purchaser shall be obligated to (y) accept such Replacement Shares in lieu of the ▇▇▇▇▇▇▇▇ Shares and (z) subject to the remaining terms and conditions of this Agreement, satisfy all of its obligations hereunder, including, without limitation, its obligations under Section 2.4. Upon the acquisition of the Replacement Shares by the Sellers (other than ▇▇▇▇▇▇▇▇) (i) Schedule I attached hereto shall be promptly updated to remove ▇▇▇▇▇▇▇▇ and to reflect the ownership of the Replacement Shares by the applicable Seller or Sellers, (ii) the representations and warranties made with respect to the Replacement Shares (other than the representations and warranties contained in the third sentence of Section 3.3, which will not be made with respect to the Replacement Shares) shall be made, severally and not jointly, by the applicable Seller or Sellers that own the Replacement Shares and (iii) all other conditions in Section 6.2 that would have otherwise been related to ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Shares shall be deemed to relate, to the extent applicable, to the applicable Seller or Sellers that own the Replacement Shares or to the Replacement Shares.