Common use of Failure to Deliver Shares Clause in Contracts

Failure to Deliver Shares. Notwithstanding anything to the contrary in this Agreement, in the event that a Shareholder or a Shareholder's legal representative or any other person or entity (each a "Seller") is required to or elects to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") pursuant to the provisions of this Agreement, and in the further event that the Seller refuses to, is unable to, or for any reason fails to deliver the certificate or certificates evidencing the Sale Shares of the Seller being sold to the Buyer, then the Buyer may deposit the Purchase Price for the Sale Shares with any bank doing business within fifty (50) miles of SHCR's principal office, or with SHCR's independent public accounting firm, as agent or trustee, or in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery to the Seller upon delivery of the certificate or certificates. SHCR or its Designee shall provide written notice to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares shall be deemed to have been sold, assigned, transferred and conveyed to the Buyer, and the Seller shall have no further rights to the Sale Shares (other than the right to withdraw the payment for the Sale Shares held in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by law.

Failure to Deliver Shares. Notwithstanding anything to the contrary in this Agreement, in the event that a Shareholder or a Shareholder's legal representative If Executive or any other person or entity (each a "Seller") is required Holder of Executive Securities whose Executive Securities are to or elects to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") be purchased pursuant to the provisions of this AgreementSection 3, and in the further event that the Seller refuses to, is unable to, 4 or for any reason 6 fails to deliver them on the certificate scheduled closing date of such purchase, the Company or certificates evidencing CHS (as the Sale Shares case may be) may elect to deposit the consideration representing the purchase price of the Seller being sold Executive Securities with the Company's attorney (or any other third party, including a bank or a financial institution), as escrowee. In the event of the foregoing election, the Executive Securities shall be deemed for all purposes (including the right to vote and receive payment for dividends) to have been Transferred to the Buyerpurchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, then the Buyer may deposit the Purchase Price for the Sale Shares with any bank doing business within fifty (50) miles of SHCR's principal office, CHS or with SHCR's independent public accounting firmtheir respective designees, as agent the case may be, and the certificates or trustee, or instruments registered in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery to the Seller upon delivery name of the certificate or certificates. SHCR or its Designee shall provide written notice Person obligated to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares sell such Executive Securities shall be deemed to have been soldcanceled and to represent solely a right to receive payment of the purchase price, assignedwithout interest, transferred and conveyed from the escrow funds. If, prior to the Buyerthird (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 or 6, the proceeds of sale have not been claimed by the Executive or other seller of the Executive Securities, the escrow deposit (and any interest earned thereon) shall be returned to the Person originally depositing the same, and the Seller transferors whose Executive Securities were so purchased shall have no further rights look solely to the Sale Shares (other than purchasers thereof for payment of the right to withdraw the payment purchase price. The escrowee shall not be liable for the Sale Shares held any action or inaction taken by it in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.

Failure to Deliver Shares. Notwithstanding anything to the contrary in this Agreement, in the event that a Shareholder or a Shareholder's legal representative If Executive or any other person or entity (each a "Seller") is required holder of Executive Securities whose Executive Securities are to or elects to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") be purchased pursuant to the provisions of this Agreement, and in the further event that the Seller refuses to, is unable to, Section 3 or for any reason Sections 4 or 6 fails to deliver them on the certificate or certificates evidencing scheduled closing date of such purchase, the Sale Shares Company may elect to deposit the consideration representing the purchase price of the Seller being sold Executive Securities with the Company's attorney (or any other third party, including a bank or a financial institution), as escrowee. In the event of the foregoing election, the Executive Securities shall be deemed for all purposes (including the right to vote and receive payment for dividends) to have been Transferred to the Buyerpurchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, then the Buyer may deposit the Purchase Price for the Sale Shares with any bank doing business within fifty (50) miles of SHCR's principal office, CHS or with SHCR's independent public accounting firmtheir respective designees, as agent the case may be, and the certificates or trustee, or instruments registered in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery to the Seller upon delivery name of the certificate or certificates. SHCR or its Designee shall provide written notice Person obligated to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares sell such Executive Securities shall be deemed to have been soldcanceled and to represent solely a right to receive payment of the purchase price; without interest, assignedfrom the escrow funds. If, transferred and conveyed prior to the Buyerthird (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 or 6, the proceeds of sale have not been claimed by the Executive or other seller of the Executive Securities, the escrow deposit (and any interest earned thereon) shall be returned to the Person originally depositing the same, and the Seller transferors whose Executive Securities were so purchased shall have no further rights look solely to the Sale Shares (other than purchasers thereof for payment of the right to withdraw the payment purchase price. The escrowee shall not be liable for the Sale Shares held any action or inaction taken by it in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.

Failure to Deliver Shares. Notwithstanding anything to the contrary in this Agreement, in the event that a Shareholder or a Shareholder's legal representative If Executive or any other person or entity (each a "Seller") is required Holder of Executive Securities whose Executive Securities are to or elects to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") be purchased pursuant to the provisions of this Agreement, and in the further event that the Seller refuses to, is unable to, Section 3 or for any reason 5 fails to deliver them on the certificate scheduled closing date of such purchase, the Company, CHS or certificates evidencing their respective designees (as the Sale Shares case may be) may elect to deposit the consideration representing the purchase price of the Seller being sold Executive Securities with the Company's attorney (or any other third party, including a bank or a financial institution), as escrowee. In the event of the foregoing election, the Executive Securities shall be deemed for all purposes (including the right to vote and receive payment for dividends) to have been Transferred to the Buyerpurchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, then the Buyer may deposit the Purchase Price for the Sale Shares with any bank doing business within fifty (50) miles of SHCR's principal office, CHS or with SHCR's independent public accounting firmtheir respective designees, as agent the case may be, and the certificates or trustee, or instruments registered in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery to the Seller upon delivery name of the certificate or certificates. SHCR or its Designee shall provide written notice Person obligated to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares sell such Executive Securities shall be deemed to have been soldcanceled and to represent solely a right to receive payment of the purchase price, assignedwithout interest, transferred and conveyed from the escrow funds. If, prior to the Buyerthird (3rd) anniversary of the scheduled closing date for the purchase pursuant to Section 3 or 5, the proceeds of sale have not been claimed by the Executive or other seller of the Executive Securities, the escrow deposit (and any interest earned thereon) shall be returned to the Person originally depositing the same, and the Seller transferors whose Executive Securities were so purchased shall have no further rights look solely to the Sale Shares (other than purchasers thereof for payment of the right to withdraw the payment purchase price. The escrowee shall not be liable for the Sale Shares held any action or inaction taken by it in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.

Failure to Deliver Shares. Notwithstanding anything to the contrary in this Agreement, in In the event that a Shareholder the Company, ------------------------- Management Shareholders or a Shareholder's legal representative Investors exercise one or any other person more options to purchase Shares pursuant to this Article III, or entity (each a "Seller") is required to or elects to sell Shares of the Company becomes obligated to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") purchase Shares pursuant to the provisions of this AgreementArticle III, and in the further event that the Seller refuses to, is unable to, a Management Shareholder or for any reason Permitted Transferee whose Shares are to be purchased pursuant to this Article III fails to deliver them on the certificate or certificates evidencing Article III Closing Date, the Sale Company and/or such Shareholders purchasing Shares of pursuant to this Article III may elect to deposit the Seller being sold to the Buyer, then the Buyer may deposit cash and promissory note representing the Purchase Price with an escrow agent. In the event the Company and/or such Shareholders do so, the Shares shall be deemed for all purposes (including the Sale Shares with any bank doing business within fifty (50right to vote and receive payment of dividends) miles of SHCR's principal office, or with SHCR's independent public accounting firm, as agent or trustee, or in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery have been transferred to the Seller upon delivery purchasers thereof, the Company shall issue new certificates representing the Shares to the purchasers thereof, and the certificates registered in the name of the certificate or certificates. SHCR or its Designee shall provide written notice Shareholders obligated to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares sell them shall be deemed to have been soldcancelled and to represent solely a right to receive payment of the Purchase Price, assignedwithout interest, transferred from the escrow. If the proceeds of sale have not been claimed by the Management Shareholder and conveyed each Permitted Transferee whose Shares were purchased pursuant to this Article III prior to the Buyerthird anniversary of the Article III Closing Date, the escrow deposits, and all interest earned thereon, shall be returned to the respective depositors, and the Seller Management Shareholder and each Permitted Transferee whose Shares were purchased shall have no further rights look solely to the Sale Shares (other than purchasers for payment of the right to withdraw the payment purchase price. The escrow agent shall not be liable for the Sale Shares held any action or inaction taken by him in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.

Failure to Deliver Shares. Notwithstanding anything If any Restricted Holder whose Restricted Securities are to be purchased pursuant to Section 2.3 fails to deliver them on the contrary in this Agreementscheduled closing date of such purchase, in CHS and/or the event that a Shareholder or a ShareholderCompany, as the case may be, may elect to deposit the consideration representing the purchase price of the Restricted Securities with the Company's legal representative attorney (or any other person third party, including a bank or entity a financial institution), as escrowee. In the event of the foregoing election, the Restricted Securities shall be deemed for all purposes (each a "Seller"including the right to vote and receive payment for dividends) is required to have been Transferred to the purchasers thereof and the Company shall issue new certificates representing the Restricted Securities to the Company and/or CHS, as the case may be, and the certificates or elects instruments registered in the name of the Person obligated to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") pursuant to the provisions of this Agreement, and in the further event that the Seller refuses to, is unable to, or for any reason fails to deliver the certificate or certificates evidencing the Sale Shares of the Seller being sold to the Buyer, then the Buyer may deposit the Purchase Price for the Sale Shares with any bank doing business within fifty (50) miles of SHCR's principal office, or with SHCR's independent public accounting firm, as agent or trustee, or in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery to the Seller upon delivery of the certificate or certificates. SHCR or its Designee shall provide written notice to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares such Restricted Securities shall be deemed to have been soldcanceled and to represent solely a right to receive payment of the purchase price, assignedwithout interest, transferred and conveyed from the escrow funds. If, prior to the Buyerthird (3rd) anniversary of the scheduled closing date for the purchase pursuant to Section 2.3, the proceeds of sale have not been claimed by the transferor whose Restricted Securities were so purchased, the escrow deposit (and any interest earned thereon) shall be returned to the Person originally depositing the same, and the Seller such transferor shall have no further rights look solely to the Sale Shares (other than purchasers thereof for payment of the right to withdraw the payment purchase price. The escrowee shall not be liable for the Sale Shares held any action or inaction taken by it in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.

Failure to Deliver Shares. Notwithstanding anything to the contrary in this Agreement, in the event that a Shareholder or a Shareholder's legal representative If Executive or any other person or entity (each a "Seller") is required holder of Executive Securities whose Executive Securities are to or elects to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") be purchased pursuant to the provisions of this Agreement, and in the further event that the Seller refuses to, is unable to, Section 3 or for any reason Sections 4 or 6 fails to deliver them on the certificate or certificates evidencing scheduled closing date of such purchase, the Sale Shares Company may elect to deposit the consideration representing the purchase price of the Seller being sold Executive Securities with the Company's attorney (or any other third party, including a bank or a financial institution), as escrowee. In the event of the foregoing election, the Executive Securities shall be deemed for all purposes (including the right to vote and receive payment for dividends) to have been Transferred to the Buyerpurchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, then the Buyer may deposit the Purchase Price for the Sale Shares with any bank doing business within fifty (50) miles of SHCR's principal office, CHS or with SHCR's independent public accounting firmtheir respective designees, as agent the case may be, and the certificates or trustee, or instruments registered in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery to the Seller upon delivery name of the certificate or certificates. SHCR or its Designee shall provide written notice Person obligated to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares sell such Executive Securities shall be deemed to have been soldcanceled and to represent solely a right to receive payment of the purchase price, assignedwithout interest, transferred and conveyed from the escrow funds. If, prior to the Buyerthird (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 or 6, the proceeds of sale have not been claimed by the Executive or other seller of the Executive Securities, the escrow deposit (and any interest earned thereon) shall be returned to the Person originally depositing the same, and the Seller transferors whose Executive Securities were so purchased shall have no further rights look solely to the Sale Shares (other than purchasers thereof for payment of the right to withdraw the payment purchase price. The escrowee shall not be liable for the Sale Shares held any action or inaction taken by it in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.

Failure to Deliver Shares. Notwithstanding anything In the event the Company or ------------------------- any Stockholder exercises one or more options to the contrary in purchase shares of Common Stock pursuant to this Agreement, Article IV and in the event that a Shareholder Stockholder or a Shareholder's legal representative or any other person or entity (each a "Seller") is required an Affiliate whose shares are to or elects to sell Shares of the Company to SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") be purchased pursuant to the provisions of this Agreement, and in the further event that the Seller refuses to, is unable to, or for any reason Article IV fails to deliver such shares, in proper form for transfer, on the certificate or certificates evidencing Closing Date, the Sale Company and/or such Stockholders purchasing Shares of pursuant to this Article IV may elect to deposit the Seller being sold to the Buyercash and promissory note, then the Buyer may deposit if any, representing the Purchase Price with an escrow agent. From and after the deposit of such Purchase Price, such shares shall be deemed for all purposes (including the Sale Shares with any bank doing business within fifty (50right to vote, receive payment of dividends and exercise rights under this Agreement) miles of SHCR's principal office, or with SHCR's independent public accounting firm, as agent or trustee, or in escrow, for the Seller, to be held by the bank or accounting firm for the benefit of and for delivery have been transferred to the Seller upon delivery purchasers thereof, the Company shall issue new certificates representing such shares to the purchasers thereof, and the certificates registered in the name of the certificate or certificates. SHCR or its Designee shall provide written notice Stockholders obligated to the Seller of the location and amount of the escrow fund, together with the name and address of the person or entity responsible for the escrow fund. Upon deposit by the designated Buyer of the Purchase Price and upon notice to the Seller, the Sale Shares sell such shares shall be deemed to have been soldcanceled and to represent solely a right to receive payment of the Purchase Price, assignedwithout interest, transferred from the escrow account. If the proceeds of sale have not been claimed by the Stockholder and conveyed each Affiliate thereof whose shares were purchased pursuant to this Article IV prior to the Buyerthird anniversary of the Closing Date, the escrow deposits, and all interest earned thereon, shall be returned to the respective depositors, and the Seller Stockholder and each such Affiliate thereof whose shares of Common Stock were purchased shall have no further rights look solely to the Sale Shares (other than purchasers for payment of the right to withdraw the payment Purchase Price. The escrow agent shall not be liable for the Sale Shares held any action or inaction taken by him in escrow), and the Company shall record the transfer in its stock transfer book or in any appropriate manner except as may be required by lawgood faith.