Formation of Proposed Royalty Trust Sample Clauses

Formation of Proposed Royalty Trust. 61 ARTICLE 9 NEGATIVE COVENANTS
Sample 1
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Formation of Proposed Royalty Trust. 66 9.22. Strict Compliance....................................................66
Sample 1
Formation of Proposed Royalty Trust. Upon formation of the Proposed Royalty Trust, the Borrowing Base shall include the entire Borrowing Base value of the undivided interest in the Mineral Properties that are assigned and conveyed by Company to the Proposed Royalty Trust for so long as Company owns all of the issued and outstanding units in the Proposed Royalty Trust. Company has advised Bank that (a) Company may (but has no present plans to) make a public offering of some or all of the units in the Proposed Royalty Trust and (b) Company intends to grant options to individual members of Company's management to acquire units of the Proposed Royalty Trust. If a public offering is made of the units of the Proposed Royalty Trust, the Borrowing Base shall be reduced by an amount equal to the amount derived by multiplying (a) the Borrowing Base value assigned to the Mineral Properties of the Proposed Royalty Trust by (b) a percentage, (i) the numerator of which is the number of units of the Proposed Royalty Trust that are acquired by Persons other than Company or any Subsidiary pursuant to such public offering and (ii) the denominator of which is the number of all issued and outstanding units in the Proposed Royalty Trust. The Borrowing Base shall not be reduced upon the issuance of options to members of Company's management to acquire units of the Proposed Royalty Trust. If members of Company's management exercise their options to acquire any units of the Proposed Royalty Trust (such units acquired by Company's management are herein called the "Option Units"), the Borrowing Base shall be reduced by multiplying (a) the Borrowing Base value assigned to the Mineral Properties of the Proposed Royalty Trust by (b) a percentage, (i) the numerator of which is the number Option Units exercised by and issued to Company's management and (ii) the denominator of which is the number of all issued and outstanding units in the Proposed Royalty Trust; provided, however, that there shall be no such reduction to the Borrowing Base on account of the issuance of Option Units during any 12- month period for the initial $3,000,000 in Borrowing Base value for such Option Units issued during such 12-month period (as determined by the calculation set forth above). During the period from the Closing Date to April 15, 1999, any reduction to the Borrowing Base according to this Section 5.05(b) shall cause a dollar-for-dollar reduction to the Threshold Amount. Company shall submit a certificate to
Sample 1
Formation of Proposed Royalty Trust. If Company forms the Proposed Royalty Trust, then until Company makes a public offering of units of the Proposed Royalty Trust, Sections 6.05, 6.07, 6.09, 6.10, 6.11, 6.14, 6.17, 6.18, 6.21 and 6.22 shall be deemed amended to include conforming representations concerning the Proposed Royalty Trust according to the context of the representations in such sections.
Sample 1
Formation of Proposed Royalty Trust. If Company forms the Proposed Royalty Trust, then until Company makes a public offering of the units of the Proposed Royalty Trust, Sections 8.02, 8.03, 8.05, 8.07, 8.08, 8.09, 8.10, 8.14, 8.17 and 8.18 shall be deemed amended to include conforming affirmative covenants concerning the Proposed Royalty Trust according to the context of the affirmative covenants in such sections, and Company shall cause the Proposed Royalty Trust to comply with such covenants as amended to include the Proposed Royalty Trust.
Sample 1
Formation of Proposed Royalty Trust. If Company forms the Proposed Royalty Trust, (i) upon formation of the Proposed Royalty Trust, Company shall not own less than all of the issued and outstanding units of the Proposed Royalty Trust subject to options to acquire such units that are granted to management of Company, (ii) Company shall not grant options to its management or any other Person to acquire in excess of six percent (6%) of the total issued and outstanding units of the Proposed Royalty Trust, (iii) Company shall not form the Proposed Royalty Trust after December 31, 1998, (iv) the Proposed Royalty Trust shall not be formed unless (a) it is formed pursuant to a trust indenture substantially similar to the trust indenture for the Cross Timbers Royalty Trust and (b) the trustee for the Proposed Royalty Trust is a financial institution of national recognition, and (v) the Proposed Royalty Trust shall not be formed unless Agents and Majority Banks approve the form of trust indenture therefor. Further, if Company forms the Proposed Royalty Trust, then until Company makes a public offering of the units of the Proposed Royalty Trust, Sections 9.01, 9.02, 9.04, 9.05, 9.06, 9.14, 9.15, 9.17 and 9.18 shall be deemed amended to include conforming negative covenants concerning the Proposed Royalty Trust according to the context of the negative covenants in such sections, and Company shall cause the Proposed Royalty Trust to not violate or breach such negative covenants as amended to include the Proposed Royalty Trust.
Sample 1
Formation of Proposed Royalty Trust. If Company forms the Proposed Royalty Trust, then until Company makes a public offering of the units of the Proposed Royalty Trust, Sections 10.01(d), 10.01(f), 10.01(g), 10.01(h), 10.01(i), and 10.01(j) shall be deemed amended to include conforming Events of Default concerning the Proposed Royalty Trust according to the context of the Events of Default in such sections.
Sample 1
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Related to Formation of Proposed Royalty Trust

  • Notice of Proposed Transfer; Opinions of Counsel Prior to any transfer of any Call Warrant or portion thereof, the Warrant Holder will give 5 Business Days (or such lesser period acceptable to the Warrant Agent) prior written notice to the Warrant Agent of such Warrant Holder's intention to effect such transfer.

  • Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Sublicensing Rights Novartis and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(a), Section 5.3.2, and Section 5.3.3, and Intellia and its Affiliates may grant sublicenses of the license granted in Section 5.3.1(b), provided that (a) such sublicense (i) is in writing, (ii) is subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and (iii) requires the applicable sublicensee to comply with all applicable terms of this Agreement [***]; (b) with respect to Novartis or any of its Affiliates as the sublicensing Party to the extent required by the Key License Agreements as in effect on the Effective Date or the agreements for any Included Intellia New In-Licensed Intellectual Property, Novartis promptly notifies Intellia of the grant of each sublicense and provides Intellia a copy of the final executed sublicense agreement, redacted for information not pertinent to this Agreement to the extent that such redactions do not reasonably impair Intellia’s ability to ensure compliance with this Agreement, the Key License Agreements or agreements for any Included Intellia New In-Licensed Intellectual Property, as applicable, (c) Novartis or Intellia, as applicable, shall be responsible for the failure by its sublicensees to comply with, and Novartis or Intellia, as applicable, guarantees the compliance by each of its sublicensees with, all relevant restrictions, limitations and obligations in this Agreement, and [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Royalties on Net Sales Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4:

  • Royalty Report The term “Royalty Report” shall have the meaning ascribed to such term as provided in Section 5.4.

  • Notice of Proposed Actions (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • Single Royalty Notwithstanding anything herein to the contrary, with respect to any Licensed Product only a single royalty payment shall be due and payable, regardless if such Licensed Product is covered by more than one Valid Patent Claim or contains more than one component Covered by a Valid Patent Claim.

  • Prior Conduct of Proposed Transferee Notwithstanding any other provision of this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

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