3. General Payment Terms and Conditions. The Company will pay the Contractor for the Services, in addition to reimbursable expenses, in accordance with the applicable SOW. Unless specified in a SOW, all fees paid by the Company to the Contractor include all applicable taxes and duties including, without limitation, sales tax, value added tax, and similar taxes. Fixed fees and hourly rates may not be increased without the Company’s prior written consent. Where the Contractor is to be paid on an hourly fee basis, the Contractor will submit an invoice to the Company for actual services rendered, and for reimbursable expenses incurred, no less than every two (2) weeks. Each invoice must cite this Agreement and the applicable SOW and must describe the Services and expenses for which payment and reimbursement is requested. The Company will pay the Contractor within thirty (30) days of the Company’s receipt of the Contractor’s invoice. The Company has the right to withhold payment for any disputed sums.
(vi)For purposes hereof, “New Company RSU” means each Company RSU that is issued to an employee of the Company or any Subsidiary after the date of this Agreement and approved in writing by Buyer in accordance with Section 6.1 hereof. Notwithstanding any other provision of this Section 4.3(a), all New Company RSUs that are outstanding as of immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be treated as Assumed RSUs and converted and assumed or replaced by Buyer in accordance with Section 4.3(a)(ii) and remain subject to any service-based vesting conditions and other relevant payment terms and conditions. For clarity, Buyer shall retain the discretion under Section 4.3(a)(v) to treat all or some of such New Company RSUs as Accelerated RSUs rather than Assumed RSUs and to determine the manner in which such New Company RSUs will become Assumed RSUs.
16. Please expand your disclosure describing your unsecured personal loans to include the terms (maturities) of these loans as well as the typical payment terms and conditions. In addition, please disclose the weighted average term, weighted average APR, weighted average referral and platform fee received per loan and contribution margin per loan. In connection with these disclosures, please also provide appropriate discussion and analysis of any significant changes or trends.
that its arrangements with partners can be for multiple years, and it is often not known whether a minimum guarantee will be met until near the end of the term. The Company has considered whether its historical experience is predictive for new partner arrangements, as per paragraph 57(c) of IFRS 15, but notes that while it has entered into many partner arrangements, there are often only one or two partner arrangements in each country in which it operates, and the conditions in each country vary such that it is difficult to apply historical experiences from one country to another. Historically, the Company has found that if a partner meets the minimum guarantee as part of an initial agreement that it is not predictive of whether the minimum guarantee will be met in a follow on arrangement. From 2015 through 2017, the total value of minimum guarantee shortfalls was 7.7million. Only 25% of these contractual minimum guarantee shortfalls have been collected from the partners. In some circumstances a concession was granted to the partner giving them additional time to meet the minimum guarantee. Therefore, in accordance with paragraph 57(d) of IFRS 15, the Company believes it has a practice of changing the payment terms and conditions. As such, the Company believes that it is highly probable that a significant reversal in the amount of the cumulative revenue recognized would occur if it did not fully constrain the transaction price in contracts to exclude minimum guarantee shortfalls until they have been collected. The Company respectfully advises the Staff that the minimum guarantee shortfalls have not been material for the last three years.
4. We note from your disclosures that you will be liable to pay consideration, the amount of which is yet to be determined, to MOLBASE group for assets and liabilities that it incurred for the development of your business. We further note that this liability will be presented as an amount due to MOLBASE Inc. in your consolidated balance sheets after the Restructuring is completed. Please explain how the liability will be calculated and the payment terms and conditions. Please tell us whether you plan to use a portion of the offering proceeds to pay the liability. Explain to us your consideration of providing pro forma financial information. We refer you to Article 11 of Regulation S-X. To the extent there are material agreements related to the restructuring, please file such agreements as exhibits.