Common use of Payment of Indemnification Obligation Clause in Contracts

Payment of Indemnification Obligation. In the event that the Stockholder has an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; 13.7.2 The Stockholder shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.

Payment of Indemnification Obligation. In the event that the Stockholder has Stockholders have an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder Stockholders may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder Stockholders having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder Stockholders shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; 13.7.2 The Stockholder Stockholders shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.

Payment of Indemnification Obligation. In the event that the Stockholder has Stockholders have an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder Stockholders may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder Stockholders having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder Stockholders shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; 13.7.2 The Stockholder Stockholders shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquirornot have a Material Adverse Effect on Acquiror or its business.

Payment of Indemnification Obligation. In the event that the Stockholder has Stockholders have an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder Stockholders may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder Stockholders having an aggregate fair market value (based on the last reported closing sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder Stockholders shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; 13.7.2 The Stockholder shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.

Payment of Indemnification Obligation. In the event that the Stockholder has an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' Stockholder agreements and encumbrances; 13.7.2 The Stockholder shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' Stockholder agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.

Payment of Indemnification Obligation. In the event that the Stockholder has Stockholders have an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder Stockholders may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder Stockholders having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers Stockholders transfer shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder Stockholders shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' stockholder's agreements and encumbrances; 13.7.2 The Stockholder Stockholders shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' stockholder's agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.

Payment of Indemnification Obligation. In the event that the Stockholder has Stockholders have an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder Stockholders may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder Stockholders having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied: 13.7.1 The Stockholder Stockholders shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; 13.7.2 The Stockholder Stockholders shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' agreements and other encumbrances and other matters as reasonably requested by Acquiror; and 13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section 13.7.3 and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.