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 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 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 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 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 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 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.