Common use of Failure to Complete Sale Clause in Contracts

Failure to Complete Sale. If, at the time of closing, the vendor shall not complete the sale for any reason, the purchaser shall have the right to deposit the purchase price for the Shares to be purchased and sold for the account of the vendor in an account with the principal bankers of the Corporation and such deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates evidencing the Shares may not have been delivered to the purchaser, the purchase of the Shares shall be deemed to have been fully completed and the records of the Corporation shall be amended accordingly and all right, title, benefit and interest, both at law and in equity in and to the Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser and all right, title, benefit and interest, both at law and in equity, of the vendor or of any transferee, assignee or any other Person having any interest therein, legal or equitable, therein in any capacity whatsoever shall cease.

Appears in 2 contracts

Samples: Agreement (Hostopia.com Inc.), Agreement (Hostopia.com Inc.)

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Failure to Complete Sale. If, If at the time of closing, the vendor Closing the transferor shall not complete the sale for any reason, the purchaser shall have the right to deposit the purchase price for the Shares to be purchased and sold for the account of the vendor transferor in an account with the principal bankers of the Corporation and such deposit shall constitute valid and effective payment of the purchase price to the vendortransferor. Thereafter Thereafter, the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates evidencing the Shares may not have been delivered to the purchaser, the purchase of the such Shares shall be deemed to have been fully completed and and, to the records of the Corporation shall be amended accordingly and fullest extent permitted pursuant to applicable law, all right, title, benefit and interest, both at law and in equity equity, in and to the such Shares shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser purchaser, and all right, title, benefit and interest, both at law and in equity, interest of the vendor or transferor and of any transferee, assignee or any other Person (other than the purchaser) having any interest therein, legal or equitable, therein in any capacity whatsoever whatsoever, shall cease.

Appears in 1 contract

Samples: Shareholders Agreement

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Failure to Complete Sale. If, at the time of closing, the vendor shall not complete the sale for any reason, the purchaser shall have the right to deposit the purchase price for the Shares Securities and Shareholder Debt, if applicable, to be purchased and sold for the account of the vendor in an account with the principal bankers of the Corporation and such deposit shall constitute valid and effective payment of the purchase price to the vendor. Thereafter the purchaser shall have the right to execute and deliver any deeds, stock transfers, assignments, resignations, releases and other documents as may, in the reasonable opinion of the purchaser, be necessary or desirable in order to complete the transaction. If payment of the purchase price is so deposited, then from and after the date of deposit, notwithstanding that certificates evidencing the Shares may not have been delivered to the purchaser, the purchase of the Shares shall be deemed to have been fully completed and the records of the Corporation shall be amended accordingly and all right, title, benefit and interest, both at law and in equity equity, in and to the Shares Securities, and Shareholder Debt, if applicable, shall be conclusively deemed to have been transferred and assigned to and become vested in the purchaser and all right, title, benefit and interest, both at law and in equity, of the vendor or of any transferee, assignee or any other Person having any interest therein, legal or equitable, therein in any capacity whatsoever shall cease.

Appears in 1 contract

Samples: Management Contract and Dividends

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