Non-Cash Transactions Sample Clauses
Non-Cash Transactions. Subject to Section 3.4, from and after the Effective Date, at any time prior to an IPO, in the event that the Corporation proposes to issue Equity Securities in connection with a Non-Cash Transaction:
(a) the Corporation shall deliver a notice to each Investor in writing as soon as possible prior to the completion of the Non-Cash Transaction, but in any event at least five Business Days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”), which Non-Cash Transaction Notice shall specify: (i) the total number of Equity Securities at such time and the Investor Percentage; (ii) the total number of Equity Securities which are proposed to be issued in connection with the Non-Cash Transaction; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be issued; (iv) the consideration for which the Equity Securities are proposed to be offered for sale in the Non-Cash Transaction and the Non-Cash Consideration Value with respect to such Equity Securities; and (v) the proposed closing date of the Non-Cash Transaction; and
(b) each Investor shall have the right to subscribe for and purchase, for cash, up to that number of the Equity Securities that the Corporation proposes to offer for sale as described in the Non-Cash Transaction Notice such that the Investor Percentage immediately following completion of such Non-Cash Transaction (assuming, in the case of a Non-Cash Transaction that includes the issuance of Convertible Securities, the full conversion of such Convertible Securities) will equal the applicable Investor Percentage immediately prior to the completion of such Non-Cash Transaction. The issue price of any Equity Securities issued to an Investor pursuant to this Section 3.3 shall be equal to the Non-Cash Consideration Value from the applicable Non-Cash Transaction; provided that if such Non-Cash Transaction implies more than one Non-Cash Consideration Value paid by the applicable Persons in such Non-Cash Transaction, the issue price of any such Equity Securities issued to such Investor shall be equal to the lowest such Non-Cash Consideration Value paid by any such Person. Notwithstanding the foregoing and for greater certainty, if the Equity Securities proposed to be offered in the Non-Cash Transaction are securities convertible into or exercisable or exchangeable for Common Shares, the number of Equity Securities that an Investor shall have a right to subscribe for a...
Non-Cash Transactions. Where there is no identifiable LICENSE INCOME, a hypothetical fair market value price will be determined by the Parties jointly in good faith for the purpose of calculating LICENSE INCOME.
Non-Cash Transactions. In the event that the Company proposes to issue Equity Securities in connection with a Non-Cash Transaction:
(1) the Company shall deliver a notice to Glencore in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least ten Business Days prior to the proposed closing date of the Non-Cash Transaction specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale in connection with the Non-Cash Transaction; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities which are proposed to be offered for sale in connection with the Non-Cash Transaction; (iv) the consideration for which the Equity Securities are proposed to be offered for sale in the Non-Cash Transaction; and (v) the proposed closing date of the Non-Cash Transaction; and
(2) for the purposes of the next Equity Financing following the Non-Cash Transaction, but subject to the applicable rules and policies of the Exchanges, Glencore shall be entitled to subscribe for such number of Equity Securities, on terms no less favourable to Glencore than the terms offered to other potential purchasers under such Equity Financing (but at a price that is the lower of: (i) the consideration for which the Equity Securities are proposed to be offered for sale in such Equity Financing; and (ii) the Non-Cash Consideration Value from the applicable Non-Cash Transaction), as shall allow Glencore and its Affiliates collectively to maintain the Glencore Percentage held by them immediately prior to the closing of the Non- Cash Transaction.
Non-Cash Transactions. LICENSEE may not accept anything of value in lieu of money payment under a sublicense without SYSTEM’s express written permission.
Non-Cash Transactions. In the event that LICENSEE grants a sublicense for non-cash consideration, such consideration shall, for purposes of computing NET SALES, be valued by agreement of SYSTEM and LICENSEE, or if SYSTEM and LICENSEE are unable to agree on such value within thirty (30) days, by an independent investment bank mutually agreeable to SYSTEM and LICENSEE, whose expenses are paid by LICENSEE.
Non-Cash Transactions. INHIBITEX shall not accept anything of value in lieu of money payment under a sublicense without the express written consent of SYSTEM.
Non-Cash Transactions. ORAGENICS may not accept anything of value in lieu of money payment under a sublicense without the express written permission of SYSTEM, which shall not be unreasonably withheld or delayed,
Non-Cash Transactions. Common Stock in Treasury issued in connection with the purchase of the remaining 39% interest in Green Spring Health Services, Inc............................. 53,945 $ -- 53,686 $ 63,496 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1998 NOTE D--LONG-TERM DEBT AND LEASES Information with regard to the Company's long-term debt and capital lease obligations at September 30, 1997 and June 30, 1998 is as follows (in thousands): SEPTEMBER 30, JUNE 30, 1997 1998
Non-Cash Transactions. As discussed in Note 4, the Company has acquired certain assets and assumed certain liabilities of various schools. In fiscal year 1994 and 1993, the Company issued $3,873,000 and $1,483,000, respectively, in notes payable and long-term debt in conjunction with these acquisitions. During 1994, the Company also acquired certain equipment under capital lease. Such transactions have been excluded from the statements of cash flows. INCOME TAXES In February 1992, the Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes." The Company adopted the provisions of the new standard in its financial statements for the year ended March 31, 1993. The effect of adopting Statement 109 was immaterial. As permitted by the Statement, prior year financial statements have not been restated to reflect the change in accounting method. Under Statement 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement 109, income tax expense was determined using the deferred method. Deferred tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. RECLASSIFICATIONS Certain reclassifications were made to the 1993 financial statements to conform with the 1994 presentation.
Non-Cash Transactions. LICENSEE may not accept anything of value in lieu of money payment under a sublicense without the express written permission of S&W.