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. As of the Closing Date, and for so long as the MDCI Pro Forma Percentage is at least 10%, in the event that the Corporation proposes to issue Equity Securities in connection with a Non-Cash Transaction, other than pursuant to Section 3.5:
(a) the Corporation shall deliver a notice to MDCI in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least fifteen days prior to the proposed closing date of the Non-Cash Transaction (the “Non-Cash Transaction Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) 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 Non-Cash Consideration Value; and (iv) the proposed closing date of the Non-Cash Transaction;
(b) MDCI shall have the right to subscribe for and purchase that number (the “Anti-Dilution Non-Cash Securities”) of Equity Securities that the Corporation proposes to offer for sale as described in the Non-Cash Transaction Notice such that MDCI and its Affiliates collectively may maintain the MDCI Pro Forma Percentage immediately prior to the closing of the Non-Cash Transaction. MDCI shall have the option to subscribe for and purchase the Anti-Dilution Non-Cash Securities for consideration equal to the product of the number of Anti-Dilution Non-Cash Securities multiplied by the Non-Cash Consideration Value, all as set forth in the Non-Cash Transaction Notice. If MDCI elects to subscribe for such Anti-Dilution Non-Cash Securities, MDCI shall provide written notice to the Corporation at least five (5) Business Days prior to the proposed closing date of the Non-Cash Transaction; and
(c) to the extent MDCI has exercised or exercises any MDCI Equity Right in accordance with this Section 3.3, the Corporation will sell the applicable number of Anti-Dilution Non-Cash Securities to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Non-Cash Transaction, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the Non-Cash Transaction.
Non-Cash Transactions. For so long as the Goldcorp Right continues to be in effect, in the event that Tahoe proposes to issue Equity Securities in connection with a Non-Cash Transaction:
a) Tahoe shall deliver a notice to Goldcorp in writing as soon as possible prior to the public announcement of the Non-Cash Transaction, but in any event at least seven (7) 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;
b) For the purposes of the next Equity Financing following the Non-Cash Transaction, Goldcorp shall be entitled to subscribe for such number of Equity Securities, on terms no less favourable to Goldcorp than the terms offered to other potential purchasers under such Equity Financing, as shall allow Goldcorp and its Affiliates collectively to maintain the Goldcorp 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. 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.
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. 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,
