Failure to Timely Deliver; Buy-In. If Vertex fails to properly deliver certificates without the Securities Act Legend or so properly credit the balance account of Sellers or Seller's nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date Seller purchases (in an open market transaction or otherwise) shares of Vertex Common Stock to deliver in satisfaction of a sale by Seller of shares of Vertex Common Stock that Seller anticipated receiving from Vertex without any restrictive legend, then, in addition to all other remedies available to such Seller, Vertex shall, within five trading days after the Required Delivery Date, promptly honor its obligation to deliver to Seller a certificate or certificates or credit Seller's DTC account representing such number of shares of Vertex Common Stock that would have been issued if Vertex timely complied with its obligations hereunder and pay cash to Seller in an amount equal to the excess (if any) of the Buy-In Price (as defined below) over the product of (A) such number of shares of Vertex Common Stock that Vertex was required to deliver to Seller by the Required Delivery Date times (B) the closing price of the Vertex Common Stock on the trading day immediately preceding the Required
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