Common use of Failure to Deliver Shares Clause in Contracts

Failure to Deliver Shares. If Executive or any other Holder of Executive Securities whose Executive Securities are to be purchased pursuant to Section 3, 4 or 6 fails to deliver them on the scheduled closing date of such purchase, the Company or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designees, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell such Executive Securities shall be deemed to have been canceled and to represent solely a right to receive payment of the purchase price, without interest, from the escrow funds. If, prior to the third (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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faith.

Failure to Deliver Shares. If Executive Notwithstanding anything to the contrary in this Agreement, in the event that a Shareholder or a Shareholder's legal representative or any other Holder person or entity (each a "Seller") is required to or elects to sell Shares of Executive Securities whose Executive Securities are the Company to be purchased SHCR or its Designee or a Purchaser or Purchasers (each a "Buyer") pursuant to Section 3the provisions of this Agreement, 4 and in the further event that the Seller refuses to, is unable to, or 6 for any reason fails to deliver them on the scheduled closing date certificate or certificates evidencing the Sale Shares of such purchasethe 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 Company or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designees, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell such Executive Securities Sale Shares shall be deemed to have been canceled sold, assigned, transferred and to represent solely a right to receive payment of the purchase price, without interest, from the escrow funds. If, prior conveyed to the third (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 sameBuyer, and the transferors whose Executive Securities were so purchased Seller shall look solely have no further rights to the purchasers thereof Sale Shares (other than the right to withdraw the payment for payment of the purchase price. The escrowee Sale Shares held in escrow), and the Company shall not record the transfer in its stock transfer book or in any appropriate manner except as may be liable for any action or inaction taken required by it in good faithlaw.

Failure to Deliver Shares. If Executive or any other Holder holder of Executive Securities whose Executive Securities are to be purchased pursuant to this Section 3, 3 or Sections 4 or 6 fails to deliver them on the scheduled closing date of such purchase, the Company or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designees, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell such Executive Securities shall be deemed to have been canceled and to represent solely a right to receive payment of the purchase price, ; without interest, from the escrow funds. If, prior to the third (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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faith.

Failure to Deliver Shares. If Executive a Shareholder (the "Transferring Shareholder") becomes obligated to Transfer any Stock to the Company or any other Holder to another Shareholder pursuant to this Agreement (including a Transfer to another Shareholder for purposes of Executive Securities whose Executive Securities are Transfer to be purchased another purchaser pursuant to Section 3, 4 6 or 6 otherwise) and fails to deliver them on such Stock in accordance with the scheduled closing date terms of such purchasethis Agreement, the Company or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the Executive Securities with the Company's attorney (or any such 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designeesShareholder, as the case may be, may, at its option, in addition to all other remedies it may have, either (i) send to the Transferring Shareholder the purchase price for such Stock as is herein specified, or (ii) deposit such amount with a trustee or escrow agent for the benefit of the Transferring Shareholder for release upon delivery of such Stock to the trustee or escrow agent in accordance with the terms of this Agreement. Thereupon, the Company, upon written notice to the Transferring Shareholder, (a) shall cancel on its books the certificate or certificates representing the Stock so required to be transferred by the Transferring Shareholder and the certificates or instruments registered (b) shall issue, in lieu thereof, in the name of the Person obligated to sell Company, such Executive Securities other Shareholder or purchaser, as the case may be, a new certificate or certificates representing such Stock; provided, however, the Company shall be deemed under no obligation to have been canceled so cancel and issue Stock unless the other Shareholder or purchaser, as the case may be, delivers to the Company its agreement to indemnify, defend and hold harmless the Company, its officers and employees, successors and assigns, from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which the Company may become subject as a result of, arising out of, or based upon the Company so canceling and issuing Stock, and such other Shareholder or purchaser, as the case may be, shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection therewith. All of the Transferring Shareholder's rights in and to represent solely a right to receive payment such Stock shall terminate as of the purchase price, without interest, from the escrow funds. If, prior to the third (3rd) anniversary date 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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faithsuch Notice.

Failure to Deliver Shares. If Executive or a Shareholder (the "Transferring Shareholder") becomes obligated to Transfer any other Holder Stock to any transferee pursuant to this Agreement (including a Transfer to another Shareholder for purposes of Executive Securities whose Executive Securities are Transfer to be purchased another purchaser pursuant to Section 3, 4 2.4 and Article IV or 6 otherwise) and fails to deliver them on such Stock in accordance with the scheduled closing date terms of this Agreement, the transferee may, at its or his option, in addition to all other remedies it or he may have, either (i) send to the Transferring Shareholder the purchase price for such Stock as is herein specified, or (ii) deposit such amount with a trustee or escrow agent for the benefit of the Transferring Shareholder for release upon delivery of such purchaseStock to the trustee or escrow agent in accordance with the terms of this Agreement. Thereupon, the Company or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the 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 permitted, upon written notice to the Transferring Shareholder, (including the right to vote and receive payment for dividendsa) to have been Transferred to cancel on its books the purchasers thereof and the Company shall issue new certificate or certificates representing the Executive Securities Stock so required to be transferred by the CompanyTransferring Shareholder and (b) to issue, CHS or their respective designeesin lieu thereof, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell transferee, a new certificate or certificates representing such Executive Securities Stock; provided, however, the Company shall be deemed entitled to have been canceled require, as a condition to such cancellation and issuance of Stock, the transferee to deliver to the Company an agreement to (1) indemnify, defend and hold harmless the Company, its officers and employees, successors and assigns, from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which any such indemnified party may become subject as a result of, arising out of, or based upon such cancellation and issuance of Stock, and (2) reimburse each such indemnified party for any legal or other expenses reasonably incurred in connection therewith. All of the Transferring Shareholder's rights in and to represent solely a right to receive payment such Stock shall terminate as of the purchase price, without interest, from the escrow funds. If, prior to the third (3rd) anniversary date of the scheduled closing date for Company's notice referred to in the purchase pursuant to Sections 3, 4 or 6preceding sentence. Notwithstanding the foregoing, 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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee transferee shall not be liable for have the rights and powers provided by this Section 2.7 if it has failed to fulfill any action or inaction taken by it covenant in good faiththis Agreement.

Failure to Deliver Shares. If Executive a Shareholder (the "Transferring Shareholder") becomes obligated to Transfer any Shares to any of the Corporation or any other Holder to another Shareholder pursuant to this Agreement (including a Transfer to another Shareholder for purposes of Executive Securities whose Executive Securities are Transfer to be purchased another purchaser pursuant to Section 3, 4 6 or 6 otherwise) and fails to deliver them on such Shares in accordance with the scheduled closing date terms of such purchasethis Agreement, the Company Corporation or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the Executive Securities with the Company's attorney (or any such 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designeesShareholder, as the case may be, may, at its or their option, in addition to all other remedies it may have, either (i) send to the Transferring Shareholder the purchase price for such Shares as is herein specified, or (ii) deposit such amount with a trustee or escrow agent for the benefit of the Transferring Shareholder for release upon delivery of such Shares to the trustee or escrow agent in accordance with the terms of this Agreement. Thereupon, the Corporation upon written notice to the Transferring Shareholder, (a) shall cancel on its books the certificate or certificates representing the Shares so required to be transferred by the Transferring Shareholder and the certificates or instruments registered (b) shall issue, in lieu thereof, in the name of the Person obligated to sell Corporation, such Executive Securities other Shareholder or purchaser, as the case may be, a new certificate or certificates representing such Shares; provided, however, the Corporation shall be deemed under no obligation to have been canceled so cancel and issue Shares unless the other Shareholder or purchaser, as the case may be, delivers to the Corporation its agreement to indemnify, defend and hold harmless the Corporation, its officers and employees, successors and assigns, from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which the Corporation may become subject as a result of, arising out of, or based upon the Corporation so canceling and issuing Shares, and such other Shareholder or purchaser, as the case may be, shall reimburse the Corporation for any legal or other expenses reasonably incurred by the Corporation in connection therewith. All of the Transferring Shareholder's rights in and to represent solely a right to receive payment such Shares shall terminate as of the purchase price, without interest, from the escrow funds. If, prior to the third (3rd) anniversary date 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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faithsuch Notice.

Failure to Deliver Shares. If Executive or any other Restricted Holder of Executive Securities whose Executive Restricted Securities are to be purchased pursuant to Section 3, 4 or 6 2.3 fails to deliver them on the scheduled closing date of such purchase, CHS and/or the Company or CHS (Company, as the case may be) , may elect to deposit the consideration representing the purchase price of the Executive Restricted 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 Restricted Securities shall be deemed for all purposes (including the right to vote and receive payment for dividends) to have been Transferred to the purchasers thereof and the Company shall issue new certificates representing the Executive Restricted Securities to the Company, CHS or their respective designeesCompany and/or CHS, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell such Executive Restricted Securities shall be deemed to have been canceled and to represent solely a right to receive payment of the purchase price, without interest, from the escrow funds. If, prior to the third (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 or 6Section 2.3, the proceeds of sale have not been claimed by the Executive or other seller of the Executive Securitiestransferor 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 transferors whose Executive Securities were so purchased such transferor shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faith.

Failure to Deliver Shares. If Executive or any other Holder holder of Executive Securities whose Executive Securities are to be purchased pursuant to this Section 3, 3 or Sections 4 or 6 fails to deliver them on the scheduled closing date of such purchase, the Company or CHS (as the case may be) may elect to deposit the consideration representing the purchase price of the 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designees, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell such Executive Securities shall be deemed to have been canceled and to represent solely a right to receive payment of the purchase price, without interest, from the escrow funds. If, prior to the third (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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faith.

Failure to Deliver Shares. If Executive or any other Holder of Executive Securities whose Executive Securities are to be purchased pursuant to Section 3, 4 3 or 6 5 fails to deliver them on the scheduled closing date of such purchase, the Company Company, CHS or CHS their respective designees (as the case may be) may elect to deposit the consideration representing the purchase price of the 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designees, as the case may be, and the certificates or instruments registered in the name of the Person obligated to sell such Executive Securities shall be deemed to have been canceled and to represent solely a right to receive payment of the purchase price, without interest, from the escrow funds. If, prior to the third (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 Section 3 or 65, 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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faith.

Failure to Deliver Shares. If Executive In the event the Company or ------------------------- any other Holder Stockholder exercises one or more options to purchase shares of Executive Securities Common Stock pursuant to this Article IV and in the event a Stockholder or an Affiliate whose Executive Securities shares are to be purchased pursuant to Section 3, 4 or 6 this Article IV fails to deliver them such shares, in proper form for transfer, on the scheduled closing date of such purchaseClosing Date, the Company or CHS (as the case may be) and/or such Stockholders purchasing Shares pursuant to this Article IV may elect to deposit the consideration cash and promissory note, if any, representing the purchase price Purchase Price with an escrow agent. From and after the deposit of the Executive Securities with the Company's attorney (or any other third partysuch Purchase Price, including a bank or a financial institution), as escrowee. In the event of the foregoing election, the Executive Securities such shares shall be deemed for all purposes (including the right to vote and vote, receive payment for dividendsof dividends and exercise rights under this Agreement) to have been Transferred transferred to the purchasers thereof and thereof, the Company shall issue new certificates representing the Executive Securities such shares to the Company, CHS or their respective designees, as the case may bepurchasers thereof, and the certificates or instruments registered in the name of the Person Stockholders obligated to sell such Executive Securities shares shall be deemed to have been canceled and to represent solely a right to receive payment of the purchase pricePurchase Price, without interest, from the escrow fundsaccount. If, prior to the third (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 or 6, If the proceeds of sale have not been claimed by the Executive or other seller Stockholder and each Affiliate thereof whose shares were purchased pursuant to this Article IV prior to the third anniversary of the Executive SecuritiesClosing Date, the escrow deposit (deposits, and any all interest earned thereon) , shall be returned to the Person originally depositing the samerespective depositors, and the transferors Stockholder and each such Affiliate thereof whose Executive Securities shares of Common Stock were so purchased shall look solely to the purchasers thereof for payment of the purchase pricePurchase Price. The escrowee escrow agent shall not be liable for any action or inaction taken by it him in good faith.

Failure to Deliver Shares. If Executive a Shareholder or any other Holder of Executive Securities whose Executive Securities are to be purchased pursuant to Section 3a Transferee, 4 or 6 fails to deliver them on the scheduled closing date of such purchase, the Company or CHS (as the case may be, becomes obligated to sell all or any portion of the Shares to the Company and/or to CGW under of this Agreement but fails to present the certificate(s) for such Shares at the closing of such purchase, then the Company and/or CGW, as the case may elect to deposit the consideration representing be, shall transfer the purchase price of the Executive Securities with the Company's attorney for such Shares to a trustee (or any other third party, including which shall be a bank or a financial institutiontrust company located in the State of Georgia), as escrowee. In for the event benefit 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designeessuch Shareholder and/or such Transferee, as the case may be, and thereupon such portion of the Shares shall (a) in the case of a purchase by the Company be deemed as of the date of such transfer of the purchase price to have been redeemed and canceled and no longer outstanding, and (b) in the case of a purchase by CGW be deemed transferred and conveyed to CGW, and the Company may cancel certificates or instruments registered for such shares and may issue new certificates for such shares in the name of CGW. The Company or CGW, as the Person obligated to sell case may be, shall promptly inform such Executive Securities Shareholder and/or such Transferee, as the case may be, of the name and address of the trustee. The Shareholder and/or such Transferee shall be deemed to have been canceled and to represent solely a the right to receive payment obtain the purchase price from the trustee (or from the Company and/or CGW, as the case may be, following a return of the purchase price, without interest, from price by the escrow funds. If, prior trustee as hereinafter provided) upon surrender to the third (3rd) anniversary trustee of the scheduled closing date for certificates evidencing such portion of the Shares or, in the event such certificates are missing or have been stolen, an affidavit of such Shareholder and/or such Transferee, as the case may be, to that effect together with the agreement of such Shareholder and/or such Transferee, as the case may be, to indemnify the Company and/or CGW, as the case may be, against any loss incurred as a result of such missing or stolen certificates. Any portion of the purchase pursuant to Sections 3, 4 or 6, price remaining in the proceeds of sale have not been claimed by the Executive or other seller hands of the Executive Securities, trustee following the escrow deposit lapse of a two (and any interest earned thereon2) shall year period commencing with the date of transfer of such purchase price to the trustee may be returned to the Person originally depositing Company and/or CGW, as the samecase may be, but such return shall not vitiate the cancellation of such portion of the Shares to which the returned portion of the purchase price relates, and the transferors whose Executive Securities were so purchased Shareholder and/or such Transferee shall look solely thereafter have the right to receive such purchase price from the purchasers thereof for payment of Company and/or CGW, as the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faithcase may be.

Failure to Deliver Shares. If Executive In the event the Company, ------------------------- Management Shareholders or any other Holder of Executive Securities Investors exercise one or more options to purchase Shares pursuant to this Article III, or the Company becomes obligated to purchase Shares pursuant to this Article III, and in the event a Management Shareholder or Permitted Transferee whose Executive Securities Shares are to be purchased pursuant to Section 3, 4 or 6 this Article III fails to deliver them on the scheduled closing date of such purchaseArticle III Closing Date, the Company or CHS (as the case may be) and/or such Shareholders purchasing Shares pursuant to this Article III may elect to deposit the consideration cash and promissory note representing the purchase price of the Executive Securities Purchase Price with the Company's attorney (or any other third party, including a bank or a financial institution), as escroweean escrow agent. In the event of the foregoing electionCompany and/or such Shareholders do so, the Executive Securities Shares shall be deemed for all purposes (including the right to vote and receive payment for of dividends) to have been Transferred transferred to the purchasers thereof and thereof, the Company shall issue new certificates representing the Executive Securities Shares to the Company, CHS or their respective designees, as the case may bepurchasers thereof, and the certificates or instruments registered in the name of the Person Shareholders obligated to sell such Executive Securities them shall be deemed to have been canceled cancelled and to represent solely a right to receive payment of the purchase pricePurchase Price, without interest, from the escrow fundsescrow. If, prior to the third (3rd) anniversary of the scheduled closing date for the purchase pursuant to Sections 3, 4 or 6, If the proceeds of sale have not been claimed by the Executive or other seller Management Shareholder and each Permitted Transferee whose Shares were purchased pursuant to this Article III prior to the third anniversary of the Executive SecuritiesArticle III Closing Date, the escrow deposit (deposits, and any all interest earned thereon) , shall be returned to the Person originally depositing the samerespective depositors, and the transferors Management Shareholder and each Permitted Transferee whose Executive Securities Shares were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee escrow agent shall not be liable for any action or inaction taken by it him in good faith.

Failure to Deliver Shares. If Executive a Shareholder (the "Transferring Shareholder") becomes obligated to Transfer any Stock to any of the Companies or any other Holder to another Shareholder pursuant to this Agreement (including a Transfer to another Shareholder for purposes of Executive Securities whose Executive Securities are Transfer to be purchased another purchaser pursuant to Section 3, 4 6 or 6 otherwise) and fails to deliver them on such Stock in accordance with the scheduled closing date terms of such purchasethis Agreement, the Company or CHS Companies whose Stock the Transferring Shareholder is obligated to transfer (as the case may be"Transferred Companies") may elect to deposit the consideration representing the purchase price of the Executive Securities with the Company's attorney (or any such 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 purchasers thereof and the Company shall issue new certificates representing the Executive Securities to the Company, CHS or their respective designeesShareholder, as the case may be, may, at its or their option, in addition to all other remedies it may have, either (i) send to the Transferring Shareholder the purchase price for such Stock as is herein specified, or (ii) deposit such amount with a trustee or escrow agent for the benefit of the Transferring Shareholder for release upon delivery of such Stock to the trustee or escrow agent in accordance with the terms of this Agreement. Thereupon, the Transferred Companies, upon written notice to the Transferring Shareholder, (a) shall cancel on its books the certificate or certificates representing the Stock so required to be transferred by the Transferring Shareholder and the certificates or instruments registered (b) shall issue, in lieu thereof, in the name of the Person obligated to sell Transferred Companies, such Executive Securities other Shareholder or purchaser, as the case may be, a new certificate or certificates representing such Stock; provided, however, the Transferred Companies shall be deemed under no obligation to have been canceled so cancel and issue Stock unless the other Shareholder or purchaser, as the case may be, delivers to the Transferred Companies its agreement to indemnify, defend and hold harmless the Transferred Companies, its officers and employees, successors and assigns, from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which the Transferred Companies may become subject as a result of, arising out of, or based upon the Transferred Companies so canceling and issuing Stock, and such other Shareholder or purchaser, as the case may be, shall reimburse the Transferred Companies for any legal or other expenses reasonably incurred by the Transferred Companies in connection therewith. All of the Transferring Shareholder's rights in and to represent solely a right to receive payment such Stock shall terminate as of the purchase price, without interest, from the escrow funds. If, prior to the third (3rd) anniversary date 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 transferors whose Executive Securities were so purchased shall look solely to the purchasers thereof for payment of the purchase price. The escrowee shall not be liable for any action or inaction taken by it in good faithsuch Notice.