Common use of Payment Offset Clause in Contracts

Payment Offset. If the Escrow Amount has not yet been -------------- funded to the Company, and notwithstanding anything contained herein to the contrary, Purchaser shall have the option to be relieved of its obligations from the Escrow Amount on a dollar-for-dollar basis upon proper written notice to the Company and the Escrow Agent, if applicable. Alternatively, any payment of the indemnity obligations of the Company set forth in Section 9.1 may be made, at ----------- the option of Purchaser, by the Company issuing shares of the Company's Common Stock, which shares, for such purpose, shall be valued at the Market Price (as defined below) of the Common Stock on the date such liability is finally determined, provided that, if the Common Stock is then listed on an exchange and the exchange requires that such value be determined as the greater of the Market Price or the per share book value, the value shall be determined as such greater amount. Such shares shall be delivered promptly after such liability is finally determined. As used herein, "Market Price" means, with respect to a particular date, the average closing price of the Company's Common Stock for the five (5) trading days ending on the trading day before such date, as reported by The Wall Street Journal, but in no event less than $1.50 per share.

Payment Offset. If the Escrow Amount has not yet been -------------- funded to the Company, and notwithstanding anything contained herein to the contrary, Purchaser shall have the option to be relieved of its obligations from the Escrow Amount on a dollar-for-dollar basis upon proper written notice to the Company and the Escrow Agent, if applicable. Alternatively, any payment of the indemnity obligations of the Company set forth in Section 9.1 may be made, at ----------- the option of Purchaser, by the Company issuing shares of the Company's Common Stock, which shares, for such purpose, shall be valued at the Market Price (as defined below) of the Common Stock on the date such liability is finally determined, provided that, if the Common Stock is then listed on an exchange and the exchange requires that such value be determined as the greater of the Market Price or the per share book value, the value shall be determined as such greater amount. Such shares shall be delivered promptly after such liability is finally determined. As used herein, "Market PriceMARKET PRICE" means, with respect to a particular date, the average closing price of the Company's Common Stock for the five (5) trading days ending on the trading day before such date, as reported by The Wall Street Journal, but in no event less than $1.50 per share.