Formation of Proposed Royalty Trust Sample Clauses

Formation of Proposed Royalty Trust. 61 ARTICLE 9 NEGATIVE COVENANTS
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Formation of Proposed Royalty Trust. 66 9.22. Strict Compliance....................................................66
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
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.
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.
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.
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.
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Related to Formation of Proposed Royalty Trust

  • Sublicensing Rights (a) The license(s) granted to Intellia in Section 2.1 and to Caribou in Section 2.2 may be sublicensed, in full or in part, by Intellia and Caribou, respectively, (each, the “Sublicensing Party”) by a written agreement to its Affiliates and Third Parties (with the further right to sublicense [***] provided that the following shall likewise apply with respect to sublicenses granted by a Sublicensee), provided, that: (i) the Sublicensing Party will provide to the other Party a copy of any sublicense agreement with a Sublicensee within [***] days of execution thereof, which sublicense agreement may be redacted as necessary to protect commercially sensitive information to the extent such information is not reasonably necessary to determine compliance with this Agreement or to determine the rights granted under any of the Caribou IP or Intellia IP, as applicable (together with an accurate English translation of such sublicense, if applicable) provided that if such agreement is with a Related Party the Sublicensing Party shall provide an unredacted copy thereof; (ii) the Sublicensing Party will be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Intellia” or “Caribou”, as applicable, hereunder; (iii) any such Sublicensee will agree in writing to be bound by identical obligations as the Sublicensing Party hereunder with respect to the activities of such Sublicensee hereunder; (iv) to the extent that the Sublicensing Party or any Sublicensee grants a sublicense under any intellectual property subject to a Caribou In-License or Intellia Included In-License, as applicable, such sublicense (and such further sublicensee) will be subject to the terms of such Caribou In-License or Intellia Included In-License, including such sublicensee’s compliance with the Required In-License Provisions [***].

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • Scope of Collaboration As part of the collaboration, the Controllers will act as Joint Controller. The roles of the Controller and the associated tasks are specified in more detail in Appendix 1. If one party is solely responsible for a data processing operation, this party will implement all relevant data protection provisions on its own responsibility. However, such data processing procedures are not subject to this Agreement. Joint data processing and the type of Personal Data collected and processed within the framework of collaboration are specified in Appendix 1.

  • License Type Your license to a Product will be under a Named User or CPU license type, as specified on an order. Each Named User license to a Product entitles a Named User to access and use that Product in one production environment and up to two non-production environments. Each CPU license to a Product entitles you to assign the Product to a single CPU in one production environment and up to two non-production environments, for use in support of an unspecified number of Named Users.

  • Country-Specific Provisions Argentina

  • 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.

  • Sublicensing Licensee has the right to grant Sublicense Agreements under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following: (a) A Sublicense Agreement shall not exceed the scope and rights granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable terms and conditions of the Agreement and shall indicate that Licensor is a third party beneficiary of the Sublicense Agreement. In the event of termination of this Agreement, continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination). Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense Agreements. (b) Licensee shall deliver to Licensor a true, complete, and correct copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and any modification or termination thereof, within thirty (30) days following the applicable execution, modification, or termination of such Sublicense Agreement. All Sublicense Agreements will be in English. (c) Notwithstanding any such Sublicense Agreement, Licensee will remain primarily liable to Licensor for all of the Licensee’s duties and obligations contained in the Agreement, including without limitation the payment of running royalties due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission of a Sublicensee that would be a breach of the Agreement if performed by Licensee will be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right of termination by Licensee in the event that the Sublicensee breaches the payment or reporting obligations affecting Licensor or any other terms and conditions of the Sublicense Agreement that would constitute a breach of the Agreement if such acts were performed by Licensee.

  • Marketing Rights Neither the Company nor any of its Subsidiaries have granted rights to license, market, or sell its products or services to any other Person and is not bound by any agreement that affects the Company’s (or any Subsidiary’s) exclusive right to develop, distribute, market or sell its products or services.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

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