Non-Conversion. Temporary or Casual employees replacing employees on leaves will not convert to regular status. The University will endeavor to replace employees on leave with single replacements for the term of the leave.
Non-Conversion. If on the Conversion Commitment Date AEF determines that the Customer has not satisfied all applicable Conversion Conditions and Tranche B Conditions Precedent, the Tranche A Outstandings shall not convert to a Tranche B Loan and shall become due and payable by the Customer in accordance with Section 2.05(b).
Non-Conversion. During the Term, BAC will use a retention and activation procedure to activate and retain all MasterCard-branded Accounts. Notwithstanding any other provision of the Agreement (including, without limitation, this Section 3.3), ****. An “Active MasterCard Account” shall mean a MasterCard-branded Account **** is required by an unsolicited organization endorsing a program, or pursuant to unsolicited cardholder requests, MasterCard may **** in the event that ****. In the event of a **** due to ****, BAC shall thereafter ****. ****, including a **** required by an unsolicited organization endorsing a program, BAC will first ****, which efforts shall follow BAC’s retention and activation procedures, ****. In addition, **** is required by an unsolicited organization endorsing a program, **** shall include giving ****.
Non-Conversion. During the Term, BAC will use a retention and activation procedure to activate and retain all MasterCard-branded Accounts.
A. Cards. Notwithstanding any other provision of the Agreement (including, without limitation, this Section 3.3) ****, is required by an unsolicited organization endorsing a program, or pursuant to unsolicited cardholder requests, MasterCard may **** in the event that ****. In the event of a **** due to ****, BAC shall thereafter ****.
B. Cards.
(i) Unless **** is (a) required by an unsolicited organization endorsing a program or (b) pursuant to unsolicited cardholder requests, MasterCard may **** in this Agreement in the event that ****.
(ii) Notwithstanding the foregoing, in the event of the **** an endorsing program, **** of this Agreement without giving rise to a MasterCard ****, provided that if BAC does not meet the **** Requirement in Section 3.1B by **** of the **** Term, BAC will pay to MasterCard an amount determined by the following calculation: ****. This Section shall survive the expiration or termination of this Agreement.
C. including a **** required by an unsolicited organization endorsing a program, BAC will first **** which efforts shall follow BAC’s retention and activation procedures ****. In addition, **** is required by an unsolicited organization endorsing a program, **** shall include giving ****.
D. An “Active MasterCard **** Card Account” shall mean a MasterCard-branded **** Card Account ****. An “Active MasterCard **** Card Account” shall mean a MasterCard-branded **** Card Account ****.
Non-Conversion. 6.5.1 Pursuant to the terms and conditions of Article 3(a) of the Memorandum, Collagen shall have the full and unrestricted right to place on record the non-fulfillment of the condition precedent of obtaining satisfactory technical and scientific results with respect to the Product within the framework of the due diligence, and to not distribute the Product. Such decision shall automatically entail:
(a) the rescission of the Memorandum without either party being liable therefor nor entitling either one of the parties hereto to claim damages from the other party.
(b) this Agreement becoming void ab initio for non-fulfillment of the aforementioned condition precedent, without either party being liable therefor nor entitling either one of the parties hereto to claim damages from the other party.
(c) the non-conversion of the two loan agreements corresponding to the two installments for a total amount of [*]. The terms and conditions for the repayment of these two (2) loans within one (1) year, i.e., on January 11, 2000 for the first loan and on January 27, 2000 for the second loan are those set forth in Schedule 3 to this Agreement.
6.5.2 Likewise, the absence of final approval of the Product shall result in Biopharmex's obligation to repay the first two installments paid by Collagen
Non-Conversion. The Series D Stock will not be convertible into shares of Common Stock.
Non-Conversion. Notwithstanding the above, the 6% debenture will not be automatically converted into Series B Preferred Stock until such time as not more than $1.0 million in past due and disputed vendor claims shall be outstanding.
Non-Conversion. In the event that any W2E Debenture Holders or W2E Note Holders do not elect to convert their Obligations (as defined in Section 3.1(b) hereof) to Common Shares, such W2E Debenture Holders and W2E Note Holders shall be repaid (the “Sale Option”) on the following terms:
(a) Purchaser shall make a quarterly accrual equal to 8% of revenues as represented in the most recent unaudited quarterly statements (the “Accrued Revenues”) to be held and dispersed on a quarterly basis to the W2E Debenture Holders and the W2E Note Holders who have elected not to convert to Common Shares.
(b) In the event that the Accrued Revenues shall be committed to contractual obligations, including but not limited to, being held in trust or as security, the Accrued Revenues shall not be dispersed to the W2E Debenture Holders and the W2E Note Holders.
(c) The Accrued Revenues or any portion thereof shall not be dispersed if doing so puts the Purchaser in a negative “free cash flow” position for any fiscal quarter. For the purposes of this Agreement, “free cash flow” shall be defined as the cash available from operations (new income plus depreciation and amortization) after all expenses, interest, taxes and regular “course of business” investments have been made. In addition, a minimum threshold of 20% of free cash flow for each quarterly period shall be exempt from the above debenture repayment terms to ensure sufficient cash is reinvested within the Purchaser to fund growth.
(d) During the twelve (12) month forbearance period (the “Forbearance Period”) subsequent to the Closing Date, all Debenture Holders and Note Holders, who have elected not to convert to Common Shares, shall receive simple interest of 4.0% to be paid quarterly, based on the combined amount of principal (the “Quarterly Interest”).
(e) The Accrued Revenues and the Quarterly Interest will be placed quarterly with a 3rd party legal accounting firm (the “Accounting Firm”). The Accounting Firm shall subsequently release on a quarterly basis, the Accrued Revenues to the W2E Debenture Holders and the W2E Note Holders on a first-in and first-out schedule, such schedule to be ratified by all parties.
(f) In the event that that there are unpaid W2E Debenture Holders at the end of the Forbearance Period, an additional 4.0% simple interest shall be added to the Quarterly Interest for a total of 8% simple interest to be paid quarterly, based on the combined amount of principal.
(g) The W2E Debenture Holders and the W2E Note Hold...
Non-Conversion. Medical Group is prohibited from encouraging Medicare or Medicaid Plan Enrollees to convert to any other Medicare or Medicaid Plan or program throughout the term of this Agreement and for a period of twelve (12) months beyond the termination date of this Agreement.
Non-Conversion. In the event that the Investor elects to convert the amounts due hereunder into shares of capital stock issued in the Qualified Financing within 30 days of receiving notice that the Qualified Financing has occured, but the Company fails to take all reasonable action to complete such conversion pursuant to Section 2(a) above, then, the Investor shall have the right to declare all amounts then owed under this Note due and payable (a “Qualified Financing Non-Conversion”).
