Noncash Consideration Sample Clauses

Noncash Consideration. If the Tendered Agreement provides for --------------------- any noncash consideration, Holder may pay cash equal to the fair market value of the noncash consideration, as agreed to by Owner and Holder or, failing their agreement, as determined in accordance with Section 6.

Noncash Consideration. If Licensee receives from Sublicensees --------------------- anything of value in lieu of cash payments in satisfaction of payment of obligations under the sublicense and this Agreement, then Licensee shall determine the cash value of such consideration in good faith and shall pay Licensor based on such cash value as set forth in Section 4.

Noncash Consideration. If Astra receives from Sublicensees anything --------------------- of value in lieu of cash payments in satisfaction of payment of obligations under the Sublicense and this License Agreement, then Astra shall determine the cash value of such consideration in good faith and shall pay Licensors based on such cash value as set forth in Section 4.

Noncash Consideration. To the extent that Gross License Fees or Technology Products Revenues include noncash consideration, Serologicals shall, upon the receipt of such noncash consideration, pay to the Partner Representative an amount in cash equal to the fair market value thereof; and to the extent such noncash consideration is illiquid and has a value in excess of $2,000,000 in a calendar year, Serologicals shall have the option to issue a note (or notes) in payment of any Earnout Payments relating thereto. The fair market value of the noncash consideration shall be determined by the Board of Directors of Serologicals in good faith. Such note (or notes) shall be payable no later than three (3) years after issuance and shall bear an interest rate equal to 200 basis points above the rate being paid by Serologicals to its principal working capital lender.

Noncash Consideration. In any Dissolution, if the consideration received by the Corporation or its shareholders is other than cash, its value for purposes of this Section 3 will be determined as follows: (a) Securities not subject to investment letter or other similar restrictions on free marketability covered by Section 3.4(b): (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the 30-calendar-day period ending 3 trading days prior to the closing; (2) If actively traded over-the-counter (other than through the Nasdaq National Market), the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-calendar-day period ending 3 trading days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of a majority of the Series D Preferred. (b) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as stated in Section 3.4(a) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of a majority of the Series D Preferred. (c) Other non-cash consideration shall be valued at the fair market value thereof, as mutually determined by the Corporation and the holders of a majority of the Series D Preferred. In a transaction described in Section 3.3, the pricing of the non-cash consideration in connection with the dissolution is the same as it was priced in the underlying transaction, as determined in good faith by the Corporation's Board of Directors. If the holders of not less than a majority of the Series D Preferred object to the Board's determination of the value of a transaction described in Section 3.3, the Corporation and the holders of not less than a majority of the Series D Preferred shall each appoint one independent investment-banker or qualified appraiser and such persons shall in turn select a third investment-banker or qualified appraiser, which group of three persons shall then determine, by majority vote, the fair market value thereof.