RONIN CAST ARAMARK

Wireless Ronin can give no assurance as to its ability to generate adequate revenue, raise sufficient capital, sufficiently reduce operating expenses or continue as a going concern. We believe that any retail businesses promoting a brand or advertisers seeking to reach consumers at public venues are also potential customers. No ruling from the Internal Revenue Service has been or will be sought in connection with the merger. The Canadian subsidiary has foreign currency transactions denominated in a currency other than the Canadian dollar. Wireless Ronin Technologies, Inc. Furthermore, when pursuing such a transaction Wireless Ronin may incur substantial legal and other fees whether or not such transaction is consummated. In addition, new or expanded business operations in states where we do not currently have a physical presence sufficient to obligate us to collect and remit taxes could subject shipments of goods into or provision of services in such states to sales tax under current or future laws. This method is followed where reasonably dependable estimates of revenues and costs can be made.

Wireless Ronin holds a telephonic meeting of its Board of Directors, and at such meeting the Board further discusses and considers a possible business combination with Broadcast, reviews terms of a merger agreement and the results of the due diligence conducted by Wireless Ronin and its legal counsel. Software development revenue is recognized monthly as services are performed per fixed fee contractual agreements. When and where is the special meeting? The Broadcast shareholders will have no shareholder rights in Broadcast after the merger. General and administrative expenses. Exact name of registrant as specified in its charter.

These interests include the following: Wireless Ronin does not know whether or when it will become profitable. Revenue and expenses are translated at the average exchange rates prevailing during the reporting period. We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, csat including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing xramark functions and directors.

The costs listed above have been aggregated in the general and administrative line of the consolidated statement of operations.

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The increase in was due primarily to increased personnel and related expenses to support our growth initiatives as well as stock-based compensation.

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From December to NovemberMr. In rknin future, if Wireless Ronin converts other accounts receivable into notes receivable or obtain the collateral underlying notes receivable, it may not be able to fully recover the amount due, which could adversely affect its financial position. In SeptemberBroadcast secured a contract with a large national organization, which became its largest customer.

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In Februarywe received a letter from MediaTile Company USA, advising us that it filed a patent application in June relating solely and narrowly to the use of cellular delivery technology for digital signage. As a result, pursuit of any such alternatives may not lead to increased shareholder value and, whether or not Wireless Ronin pursues such alternatives, the value of its shares may decrease. Conversion of Broadcast Shares. Wireless Ronin has in the past and may in the future receive notices of claims that its products infringe or may infringe intellectual property rights of third parties.

Wireless Ronin must develop its products quickly to keep pace with the rapidly changing digital signage and communications market.

Web-based Management System.

You should receive instructions from your broker, bank or other nominee explaining caast to vote your shares. The fair value of hardware is based on a stand-alone market price.

As soon as practicable after this Registration Statement becomes effective, and after the conditions to the completion of the merger of a wholly owned subsidiary of Wireless Ronin Technologies, Inc. We may be subject to sales and other taxes, which could have adverse effects on our business. If Broadcast fails to deter misappropriation of its proprietary information or if it is unable to detect unauthorized use of its proprietary information, then its revenues, market share and operating results may suffer.

We also compete with standard advertising media, including print, television and billboards. Estimated revenues for applying the percentage-of-completion method include estimated incentives for which achievement of defined goals is deemed probable. In both cases, the parties agreed to exclude these issuable shares based upon the exercise prices of such warrants and options and the unlikelihood of such warrants and options being exercised in the future.

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The others operate out of our office located in Windsor, Ontario, Canada. In the merger, Wireless Ronin agrees to issue shares of Wireless Ronin equal to In accordance with current federal, state and local tax ronjn, and the constitutional limitations thereon, Wireless Ronin currently collect sales, use or other similar taxes in state and local jurisdictions where it has a physical presence that it understands to be sufficient to require Wireless Ronin to collect and remit such taxes.

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Wireless Ronin intends to collect, remit and pay those state and local taxes that are owed according to applicable law. RNIN continues to experience operating losses. Compensation expense for all share-based payment awards is recognized using the straight-line amortization method over the vesting period.

Why are Wireless Ronin and Broadcast proposing the merger? Securities and Exchange Commission, and Broadcast will bear the printing and mailing costs and other costs of the solicitation of proxies from its shareholders. aramwrk

If it is unable to protect and enforce these intellectual property rights, its competitors will have the ability to introduce similar competing products. The integration of Wireless Ronin and Broadcast will be a time consuming and expensive process and may disrupt their operations if it is not completed in a timely and efficient manner.

If you are a Broadcast shareholder and you vote for rojin merger, you will waive your rights to seek appraisal of your shares of Broadcast common stock under Utah law. In addition, each stage of a project often represents a separate contractual commitment, at the end of which the customers may elect to delay or not to proceed to the next stage of the project.

We anticipate that the merger will be a tax-free reorganization for U. Inmuch of our marketing and sales material was created in-house. The integration of these ornin technologies is expected to differentiate the combined company and provide for a much better go-to-market strategy than the two companies could separately. Rates for maintenance and support, including subsequent renewal rates, are typically established based upon a specified percentage of net license fees as set forth in the arrangement.

This integrated solution creates a network capable of controlling management, scheduling and delivering content from a single location to an enterprise-level system. Broadcast has sustained operating losses in each of the last seven years. Accumulated other comprehensive loss.