Alternative Consideration. Subject to the following sentence, at RSI's option, all or a portion of the consideration payable upon exercise of the 2002 Put Right may be paid by delivery of a number of shares of common stock of RSI equal to (x) the 2002 Put Price, less any cash paid pursuant to Section 7.3(b)(i) hereof, divided by (y) 98% of the volume weighted average price of a share of common stock of RSI on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are then traded for the ten (10) trading days ending on the third trading day prior to the date of the 2002 Put Right Closing. RSI may pay all or a portion of the 2002 Put Price in shares of common stock of RSI only if (i) RSI's common stock is then listed on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are then traded, and (ii) the shares to be issued to the 2002 Put Exercising Holder shall be eligible for immediate sale, subject to a resale registration statement under the 1933 Act being declared effective by the SEC. RSI covenants and agrees that it will file within thirty (30) days after receipt of such 2002 Put Notice and will use its best efforts to have declared effective within ninety (90) days of receipt of such 2002 Put Notice a resale registration statement for the RSI common stock issued pursuant hereto.
Alternative Consideration. A Practice accepted to participate in the PCMH Initiative can, by submitting the request for alternative consideration request form (see Appendix E, indicate why 30% same day appointment availability is not operationally feasible for the Practice and describe how the Practice will ensure access to services through an alternative mechanism. MDHHS has full discretion in granting this request for alternative consideration.
Alternative Consideration. (a) The Non-Managing Shareholder may, in its sole discretion, decide to pay some of the consideration it owes under a share purchase and transfer agreement entered into pursuant to Section 2.4 and Section 2.5, in the form of a number of shares of common stock of Expedia, Inc. as listed on the Nasdaq Global Select Market (ticker symbol: EXPE) (“EXPE Stock”); provided, that, before the Non-Managing Shareholder may offer a consideration in EXPE Stock, the Non-Managing Shareholder has to offer a cash consideration of at least (x) $104,100,000 in case of Shareholder 1, (y) $77,900,000 in case of Shareholder 2 and (z) $18,100,000 in case of Shareholder 3. The value of each share of EXPE Stock shall, for the purpose of determining the number of shares of EXPE Stock to be transferred as consideration, be equal to the closing price of a share of EXPE Stock as obtained from Bloomberg L.P. on the last trading day prior to the applicable Leaver Closing Date. In such event, each Managing Shareholder shall use reasonable efforts to provide such attestations to the Non-Managing Shareholder as are required to determine whether or not such Managing Shareholder is an accredited investor or non-U.S. Person under the Securities Act.
Alternative Consideration. If either Licensee, or any of its Affiliates, desires to solicit or accept any consideration, (including without limit, any payments, credits, rebates, deferment of payment or forgiveness of debt) for the sale of any Licensed Product (either directly or indirectly) not in accordance with the terms of the Net Sales as established herein, Licensee shall seek prior written consent of PA. PA may condition or withhold its consent in its reasonable discretion. Licensee shall not enter into any transaction with any Affiliate that would circumvent its monetary or other obligations under this Agreement. In the event that Licensee sells or transfers any Licensed Products to an Affiliate of Licensee, or transfers any Licensed Products internally for use by Licensee itself, then Net Sales for any such sale or transfer shall be based on the customary amount billed by Licensee for any such Licensed Products by Licensee’s customers, or the fair market value of such Licensed Products, whichever is higher. Any dispute on any matters contained in this Section 3.2.2 (including without limitation any dispute as to the value to place on any Licensed Products which are transferred internally or to an Affiliate of Licensee for the purpose of calculating Net Sales), shall be resolved according to the dispute resolution procedure contained in Section 3.5.
Alternative Consideration. In the case of a Change of Control pursuant to which Common Stock is or will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Series D Preferred Stock will receive upon conversion of such Series D Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to the Series D/Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; the Series D/Common Stock Conversion Consideration or the Alternative Conversion Consideration, whichever shall be applicable to a Change of Control, is referred to as the “Conversion Consideration”).
Alternative Consideration. (a) The Non-Managing Shareholder may, in its sole discretion, decide to pay some of the consideration it owes under a share purchase and transfer agreement entered into pursuant to Section 2.4 and Section 2.5, in the form of a number of shares of common stock of Expedia, Inc. as listed on the Nasdaq Global Select Market (ticker symbol: EXPE) (“EXPE Stock”); provided, that, before the Non-Managing Shareholder may offer a consideration in EXPE Stock, the Non-Managing Shareholder has to offer a cash consideration of at least (x) $104,100,000 in case of Shareholder 1, (y) $77,900,000 in case of Shareholder 2 and (z) $18,100,000 in case of Shareholder 3. The value of each share of EXPE Stock shall, for the purpose of determining the number of shares of EXPE Stock to be transferred as consideration, be equal to the closing price of a share of EXPE Stock as obtained from Bloomberg L.P. on the last trading day prior to the applicable Leaver Closing Date. In such event, each Managing Shareholder shall use reasonable efforts to provide such attestations to the Non-Managing Shareholder as are required to determine whether or not such Managing Shareholder is an accredited investor or non-U.S. Person under the Securities Act. (b) Subject to Section 2.7(c) and Section 2.7(d), on or prior to the date that is forty-five (45) days after the Bad Leaver Call Notice or the Good Leaver Put Notice (unless the Parent Guarantor is not eligible to register EXPE Stock for resale on Form S-3), the Parent Guarantor shall cause to be filed a Registration Statement on Form S-3 under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the SEC and permitting sales in ordinary course brokerage or dealer transactions not involving any underwritten public offering, covering the resale of all EXPE Stock previously issued to the Managing Shareholders. (c) Notwithstanding anything in this Agreement to the contrary, the Parent Guarantor may, by written notice to the Managing Shareholders, suspend sales under any Registration Statement after the effective date thereof and require that the Managing Shareholders immediately cease the sale of shares of the Managing Shareholder’s EXPE Stock pursuant thereto, or defer the filing of any Registration Statement if the board of directors of the Parent Guarantor determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) ...
Alternative Consideration. (a) So long as the sale and purchase of Shares hereunder has not been accelerated pursuant to the provisions of Section 8.3, if the Issuer fails to perform its obligations to issue and deliver Shares on any Scheduled Subscription Date under the Subscription Agreement, in lieu of delivering Shares on the Purchase Closing Date corresponding to the Scheduled Purchase Date falling on such Scheduled Subscription Date as contemplated by Subsection 2.1(c)(iii), the Seller hereby irrevocably transfers and assigns to the Purchaser, without recourse, the Seller's right to receive such Shares pursuant to the Subscription Agreement, and the Purchaser shall pay, as contemplated by Subsections 2.1(b) and 2.1(c)(i), the Purchase Amount for the Shares scheduled to be purchased on such date in exchange for such transfer and assignment.
Alternative Consideration. If TCI Xxxxxxx or any of its Affiliates at any time reasonably expects that it will be prohibited at the time of the Merger by any applicable law or regulation or by the refusal of the necessary governmental authorities to grant approvals on conditions reasonably acceptable to TCI Xxxxxxx from owning all or any portion of the shares of Parent Stock that Parent is to deliver to TCI Xxxxxxx hereunder, then the parties will cooperate in good faith and use their reasonable best efforts to restructure the Merger so as to avoid such prohibition and to minimize the adverse tax consequences of such restructuring, including by substituting other securities of Parent (it being understood that "reasonable best efforts", for this purpose, shall not include an obligation on the part of any party to consent to any such restructuring which reduces (or, in the case of Comcast, increases) the value of the consideration to be received (or, in the case of Comcast, paid) by them in the Merger or, in the case of any party, increases or accelerates any tax liability they may have in respect thereof). Any such other securities will have terms intended to cause them to trade at par. If the parties are not able to restructure the transaction in this manner, Parent will deliver to TCI Xxxxxxx, in lieu of such portion of the shares of Parent Stock that TCI Xxxxxxx may not own, an amount in cash equal to the value of such shares (valued at the average Closing Price of such shares for the 20 consecutive trading days prior to and ending one trading day prior to the closing date of such transaction). TCI Xxxxxxx and its Affiliates shall use reasonable best efforts to avoid being subject to any prohibitions on owning shares of Parent Stock.
Alternative Consideration. The parties acknowledge and agree that in the event the Merger is consummated subsequent to the Public Offering of Genmar stock (the "Genmar Public Shares") in accordance with Section 1.3(a), the consideration for the Merger shall be the right to receive shares of Genmar Common Stock and the other consideration as set forth in Section 2.1(a) below. In the event, however, that the Merger is consummated prior to any Public Offering in accordance with Section 1.3(b), the consideration for the Merger shall be non-negotiable unsecured, subordinated interest bearing notes, substantially in the form attached hereto as EXHIBIT C, issued by Genmar dated as of the Effective Date in accordance with Section 2.1(b) below (the "Notes"). The Notes shall have a maturity at least two (2) years beyond Genmar's longest term debt maturity date and bear interest at one percent (1%) over Genmar's effective borrowing rate under its revolving line of credit facility at the Effective Date, as determined by Genmar.
Alternative Consideration. The Non-Managing Shareholder may, in its free discretion, decide to pay some or all of the consideration it owes under a share purchase and transfer agreement entered into pursuant to § 6.9, in the form of a number of shares of common stock in Expedia, Inc. as listed on the NASDAQ Stock Market (ticker symbol: EXPE). The value of each share of common stock in Expedia, Inc. shall, for the purpose of determining the number of common stock to be transferred as consideration, be valued at the average closing price for common stock in the Parent Guarantor as determined by the NASDAQ Stock Market for the last 30 days on which there was trading on the NASDAQ Stock Market prior to the day of the relevant closing pursuant to § 6.9. In such event, each Managing Shareholder shall use reasonable efforts to provide such attestations to the Non-Managing Shareholder as are required to determine whether or not such Managing Shareholder is an accredited investor under the United States Securities Act of 1933, as amended.
