Calculation of Transfer Price. Subject to the minimum transfer prices and exceptions thereto set forth in paragraph 2 below, BSC shall pay AMS a transfer price (the "Transfer Price") for any Company Product delivered to and not rejected by BSC equal to [**]% of [**] as determined pursuant to this Agreement. The Transfer Price shall be calculated by [**] and paid initially based on an [**] mutually agreed upon by BSC and AMS prior to the first order made by BSC pursuant to this Agreement. Such [**] shall be adjusted on the [**] of the [**]on the[**] for the prior [**] period, and thereafter the [**] shall be adjusted on each succeeding [**] anniversary of such date based on the [**] for the [**] ending [**] prior to such date.

Calculation of Transfer Price. Within thirty (30) days after the end of the first June 30th or December 31st that is at least six (6) months following the date of the First Commercial Sale and each subsequent six-month period ending June 30 or December 31 during the term of this Supply Agreement, Medeva shall deliver to TGC a written report setting forth Net Sales Value (as defined below) for such period. Such calculation of Net Sales Value shall be based upon (i) Net Sales of Licensed Products during such period; (ii) units (e.g. doses) of Licensed Product sold during such period; and (iii) the quantity of Bulk Licensed Product used to manufacture such units of Licensed Products sold during such period. TGC shall calculate Transfer Price (as defined below) based on such Net Sales Value for such six-month period and shall provide such calculation to Medeva no later than fifteen (15) days after receipt by TGC of Medeva's written report setting forth Net Sales Value. The Parties shall thereafter have forty-five (45) days to review and analyze such calculation, and to mutually agree upon any appropriate changes to such calculation. Such Transfer Price will thereafter, beginning October 1 or April 1, as the case may be, be applied to Medeva's purchases of Bulk Licensed Product from TGC for the ensuing six-month period. The calculation is as follows: (A) A transfer price for Bulk Licensed Product supplied by TGC to Medeva will be calculated as follows for a given quantity of Bulk Licensed Product:

Calculation of Transfer Price. The transfer price for each Pool Receivable ----------------------------- and the Related Property with respect thereto transferred to the Company shall equal the Fair Market Value of such Pool Receivable at the time of transfer. The "Fair Market Value" of a Pool Receivable shall equal (i) the aggregate unpaid ----------------- scheduled debt service or lease payments that the Obligor is obligated to make thereunder, but excluding unearned finance charges, minus (ii) that portion of ----- Originator's loss contingency reserve on the date of transfer which is allocable to such Pool Receivable.

Calculation of Transfer Price. Within twenty (20) days following the end of each calendar quarter, BIOTRONIK shall provide CONOR with a written report setting forth on a country-by-country and Product-by-Product basis: (i) the Net Sales of Product during such period; (ii) the number of units of Product sold during such period; (iii) a calculation of the Transfer Price per unit of Product for such period in accordance with Section II.A. of this Exhibit. Net Sales shall first be calculated in local currency and then converted to euros on the basis of the exchange rate in effect for purchase of U.S. dollars with such local currency as quoted in the Wall Street Journal with respect to the currency of the country of sale.

Calculation of Transfer Price. Within thirty (30) days following the end of each Flu Season, Wyeth-Ayerst shall provide Aviron with a written calculation of the Transfer Price per dose for [***] Product for such Flu Season based upon Net Sales of [***] Product during such Flu Season.

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Definition of Transfer A transfer is a change in the employee's work location and supervision to a position of equal classification.
Costs of Transfer on Exchange Notwithstanding Paragraph 8, the Transferor will be responsible for, and will reimburse the Transferee for, all transfer and other taxes involved in the transfer of Eligible Credit Support either from the Transferor to the Transferee or from the Transferee to the Transferor hereto.
Terms of Transfer Upon the transfer referred to in Section 6.1 becoming effective: (a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”); (b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co; (c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled; (d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co; (e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked; (f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and (g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.
Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).
DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Categories of personal data transferred Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Nature of the processing Purpose(s) of the data transfer and further processing The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.
Method of Transfer Attestation GIS REC tracking system, specified as . Serial number (if applicable).
Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.
Identity of Transfer Agent The Transfer Agent for the Common Stock is Corporate Stock Transfer, Inc. with a mailing address of 3000 Xxxxxx Xxxxx Xxxxx Xxxxx #000, Xxxxxx, XX 00000. Upon the appointment of any subsequent transfer agent for the Shares, the Company will mail to the Warrant Holder a statement setting forth the name and address of such transfer agent.

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