Common use of Deemed Sale Clause in Contracts

Deemed Sale. In the event that, at closing, a seller of Shares pursuant to this Agreement fails to deliver the certificate(s) evidencing ownership of Shares subject to sale to the Company (properly endorsed and/or with all accompanying documents) as required by Paragraph 3.5(c) and the Company tenders payment of the purchase price as required by such paragraph, the Company may elect to deem, for all purposes, the Shares subject to the sale as having been purchased by the Company at closing, and in the event of such election, the Company's books shall so reflect; provided, however, that, in the event of any such election, upon the delivery by such seller of such certificate(s) (properly endorsed and/or with accompanying documents), the Company shall deliver payment of the purchase price previously tendered for the Shares evidenced by such certificate(s). In all cases, any election by the Company under this Paragraph 3.6 shall be in addition to such other remedies and damages as may be available to the Company under applicable law (including the right to obtain specific performance hereof) and at the Company's sole discretion.

Deemed Sale. In the event that, at closing, a seller of Shares pursuant to this Agreement fails to deliver the certificate(s) evidencing ownership of Shares subject to sale to the Company (properly endorsed and/or with all accompanying documents) as required by Paragraph 3.5(c) and the Company tenders payment of the purchase price as required by such paragraph, the Company may elect to deem, for all purposes, the Shares subject to the sale as having been purchased by the Company at closing, and in the event of such election, the Company's ’s books shall so reflect; provided, however, that, in the event of any such election, upon the delivery by such seller of such certificate(s) (properly endorsed and/or with accompanying documents), the Company shall deliver payment of the purchase price previously tendered for the Shares evidenced by such certificate(s). In all cases, any election by the Company under this Paragraph 3.6 shall be in addition to such other remedies and damages as may be available to the Company under applicable law (including the right to obtain specific performance hereof) and at the Company's ’s sole discretion.