Common use of Payment of Indemnification Obligation Clause in Contracts

Payment of Indemnification Obligation. In the event that the Shareholder has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Shareholder may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Shareholder having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 2 contracts

Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc), Organization Asset Purchase Agreement (Vision Twenty One Inc)

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Payment of Indemnification Obligation. In the event that the Shareholder Partnership or any of the Partners has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Shareholder Partnership or such Partner may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Shareholder Partnership or the Partner having an aggregate fair market value (which is prior to any Initial an initial Public Offering based upon the valuation given at Closing hereof or after an Initial any Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder Partnership or the Partner transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 1 contract

Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)

Payment of Indemnification Obligation. In the event that the Shareholder Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Shareholder Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Shareholder Physician having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price 62 on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Payment of Indemnification Obligation. In the event that the Shareholder has an indemnification obligation to Vision 21 or the Subsidiary hereunder, subject to Vision 21's 50 approval as set forth below, the Shareholder may satisfy such obligation by transferring to Vision 21 or the Subsidiary (as the case may be) such number of shares of Vision 21 Common Stock owned by the Shareholder having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder transfers shares of Vision 21 Common Stock to Vision 21 or the Subsidiary hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 1 contract

Samples: Organization Asset Purchase Agreement (Vision Twenty One Inc)

Payment of Indemnification Obligation. In the event that the Shareholder Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Shareholder Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Shareholder Physician having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

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Payment of Indemnification Obligation. In the event that the Shareholder Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Shareholder Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Shareholder Physician having an aggregate fair market value (which is prior to any Initial an initial Public Offering based upon the valuation given at Closing hereof or after an Initial any Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Payment of Indemnification Obligation. In the event that the Shareholder Optometrist has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Shareholder Optometrist may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Shareholder Optometrist having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Shareholder Optometrist transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

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