Common use of Default of Delivery Clause in Contracts

Default of Delivery. (a) In the event that any Stockholder, the Company, or any Stockholder's transferees or assignees (each, a "REQUIRING PARTY") have the right to acquire Shares from any other Stockholder or the right to require any such other Stockholder to sell any of its Shares to any other Person, pursuant to the terms of this Agreement (such selling Stockholder hereinafter referred to as the "TRANSFEROR" and such Requiring Party or any other Person to whom the Transferor is required to transfer Shares, as applicable, hereinafter referred to as the "TRANSFEREE") and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares being transferred, then the cash purchase price, as and when payable, may be deposited into a bank account in the name of the Company and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares may have been delivered to any other Person. From and after the date of such deposits (even though the stock certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares to the Transferee shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such Shares, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Investor Stockholders Agreement (SHG Holding Solutions Inc)

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Default of Delivery. (a) In the event that any Stockholder, the Company, or any Stockholder's ’s transferees or assignees (each, a "REQUIRING PARTY"“Requiring Party”) have the right to acquire Shares from any other Stockholder or the right to require any such other Stockholder to sell any of its Shares to any other Person, pursuant to the terms of this Agreement (such selling Stockholder hereinafter referred to as the "TRANSFEROR" “Transferor” and such Requiring Party or any other Person to whom the Transferor is required to transfer Shares, as applicable, hereinafter referred to as the "TRANSFEREE"“Transferee”) and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares being transferred, then the cash purchase price, as and when payable, may be deposited into a bank account in the name of the Company and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares may have been delivered to any other Person. From and after the date of such deposits (even though the stock certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares to the Transferee shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such Shares, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Investor Stockholders Agreement (TMS International Corp.)

Default of Delivery. (a) In the event that any Stockholder, the Company, or any Stockholder's transferees or assignees (each, a "REQUIRING PARTY") have the right to acquire Shares from any other Stockholder or the right to require any such other Stockholder to sell any of its Shares to any other Person, pursuant to the terms of this Agreement (such selling Stockholder hereinafter referred to as the "TRANSFEROR" and such Requiring Party or any other Person to whom the Transferor is required to transfer Shares, as applicable, hereinafter referred to as the "TRANSFEREE") and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares being transferred, then the cash purchase price, as and when payable, may be deposited into a bank account in the name of the Company and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares may have been delivered to any other Person. From and after the date of such deposits (even though the stock certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares to the Transferee shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such Shares, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share Unit register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Investor Stockholders Agreement (Spirit AeroSystems Holdings, Inc.)

Default of Delivery. (a) In the event that any StockholderEquityholder, the Company, or any StockholderEquityholder's transferees or assignees (each, a "REQUIRING PARTY") have the right to acquire Shares Units from any other Stockholder Equityholder or the right to require any such other Stockholder Equityholder to sell any of its Shares Units to any other Person, pursuant to the terms of this Agreement (such selling Stockholder Equityholder hereinafter referred to as the "TRANSFEROR" and such Requiring Party or any other Person to whom the Transferor is required to transfer SharesUnits, as applicable, hereinafter referred to as the "TRANSFEREE") and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares Units being transferred, then the cash purchase price, as and when payable, may be deposited into a bank account in the name of the Company and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares Units being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares Units contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares Units may have been delivered to any other Person. From and after the date of such deposits (even though the stock Unit certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares Units to the Transferee shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such SharesUnits, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share Unit register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Investor Equityholders Agreement (Emergency Medical Services CORP)

Default of Delivery. (a) In the event that any Stockholder, the Company, or any Stockholder's transferees or assignees (each, a "REQUIRING PARTYRequiring Party") have the right to acquire Shares Common Stock from any other Stockholder or the right to require any such other Stockholder to sell any of its Shares Common Stock to any other Person, pursuant to the terms of this Agreement (such selling Stockholder hereinafter referred to as the "TRANSFERORTransferor" and such Requiring Party or any other Person to whom the Transferor is required to transfer SharesCommon Stock, as applicable, hereinafter referred to as the "TRANSFEREETransferee") and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares Common Stock being transferred, then the cash purchase price, as and when payable, may be deposited into a bank special account in the name of the Company at a branch of the Company's bankers and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares Common Stock being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares Common Stock contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares Common Stock may have been delivered to any other Person. From and after the date of such deposits (even though the stock share certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares to the Transferee Common Stock shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such SharesCommon Stock, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share stock register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Investor Stockholders Agreement (Commercial Vehicle Group, Inc.)

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Default of Delivery. (a) In the event that any Stockholder, the Company, or any Stockholder's transferees or assignees (each, a "REQUIRING PARTY") have the right to acquire Shares Common Stock from any other Stockholder or the right to require any such other Stockholder to sell any of its Shares Common Stock to any other Person, pursuant to the terms of this Agreement (such selling Stockholder hereinafter referred to as the "TRANSFERORTransferor" and such Requiring Party or any other Person to whom the Transferor is required to transfer SharesCommon Stock, as applicable, hereinafter referred to as the "TRANSFEREE") and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares Common Stock being transferred, then the cash purchase price, as and when payable, may be deposited into a bank special account in the name of the Company at a branch of the Company's bankers and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares Common Stock being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares Common Stock contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares Common Stock may have been delivered to any other Person. From and after the date of such deposits (even though the stock share certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares to the Transferee Common Stock shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such SharesCommon Stock, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share stock register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Investor Stockholders Agreement (Allotech International Inc)

Default of Delivery. (a) In the event that any StockholderEmployee Investor, the Company, or any StockholderEmployee Investor's transferees or assignees (each, a "REQUIRING PARTY") have the right to acquire Shares Units from any other Stockholder Employee Investor or the right to require any such other Stockholder Employee Investor to sell any of its Shares Units to any other Person, pursuant to the terms of this Agreement (such selling Stockholder Employee Investor hereinafter referred to as the "TRANSFEROR" and such Requiring Party or any other Person to whom the Transferor is required to transfer SharesUnits, as applicable, hereinafter referred to as the "TRANSFEREE") and the Transferor is not present at the closing, or is present but for any reason fails to produce and deliver to the Transferee the certificates or other instruments representing any of the Shares Units being transferred, then the cash purchase price, as and when payable, may be deposited into a bank account in the name of the Company and any other consideration permitted or required to be delivered in satisfaction of the purchase price shall be deposited with the Company. Such deposits shall constitute valid and effective payment to the Transferor of the purchase price for the Shares Units being transferred notwithstanding the fact that the Transferor may have voluntarily attempted to encumber or dispose of any of the Shares Units contrary to the terms hereof, or that one or more certificates or other evidences of ownership of such Shares Units may have been delivered to any other Person. From and after the date of such deposits (even though the stock Unit certificates in the name of the Transferor have not been delivered to the Transferee), the purchase by and transfer of the Shares Units to the Transferee shall be deemed to have been fully completed and all right, title, benefit and interest of the Transferor in and to all such SharesUnits, both at law and in equity, shall be conclusively deemed to have been transferred and assigned to and become vested in the Transferee and the Transferee will have the right to request that the Company enter the transfer into the Share Unit register and the Company shall be entitled to so enter the transfer.

Appears in 1 contract

Samples: Equityholders Agreement (Emergency Medical Services CORP)

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