Royalty Transaction definition

Royalty Transaction means any royalty monetization transaction with respect to licenses or sublicenses of the intellectual property of the Company or any Restricted Subsidiary, including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions and hybrid monetization transactions.
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Royalty Transaction means a transaction pursuant to which the Borrower or any Restricted Subsidiary acquires (by deed, contract or otherwise) the right to any share of mineral production (or interest based thereon) from a mine, mining project or similar property, and all Metals received or receivable with respect thereto, including gross smelter return royalties, net smelter return royalties, overriding royalties, non-participating royalties, production payments, net profit interests and all other mineral royalties or other interests in production of every type and characterization, whether constituting a real property or a personal property interest as set forth in the definitive documents for such transaction, as amended, restated, modified, revised, supplemented, extended, continued, replaced or renewed in accordance with their terms; provided, however, “Royalty Transaction” shall not include a Metal Streaming Transaction.
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Royalty Transaction means a Requisition (as defined in the Services Agreement) entered [*] (pursuant to Sections XII.E.1.b or XII.E.3.c. of the Services Agreement) to or for a site other than one of the Permitted Number of sites.
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Examples of Royalty Transaction in a sentence

  • The Independent Expert's Report in respect of the Royalty Transaction is set out at Annexure A .

  • The Directors consider that the Royalty Transaction has the following advantages: • Repayment of the ANRF Royalty Facility, including the Accrued Interest, will result in the termination of a 2% life-of-mine gross revenue royalty over the Ngualla Project and the release of related security arrangements.

  • The Directors consider that the Royalty Transaction has the disadvantage that repayment of the ANRF Royalty Facility, including the Accrued Interest, will result in an upfront payment of US$9,978,755 (excluding transaction costs) to be funded by the Placement, thereby depleting the Company’s available cash resources.

  • As noted below, the Independent Expert has concluded that that the terms of that Royalty Transaction are FAIR AND REASONABLE to Shareholders (other than Appian) (see Section 4.5 below).

  • Completion of the Royalty Transaction ensures that the “Default Termination Sum” does not become payable with respect of the transfer of the SML to NewCo (which in the absence of the Royalty Transaction, may constitute an “Event of Default” under the Royalty Agreement).

  • Listing Rule 10.5.10 requires a notice of meeting containing a resolution under Listing Rule 10.1 to include a report on the Royalty Transaction from an independent expert.

  • In this regard: • the Appian nominated Directors did not engage with Appian in the negotiation of the Repayment Agreement so as to avoid any perception of undue influence being exerted; and • the Company and Appian were each separately legally represented in the negotiation of the Royalty Transaction, such that the Company received independent advice regarding the Royalty Transaction.

  • Accordingly, Resolution 4 seeks Shareholder approval to proceed with the completion of the Repayment Agreement and the Royalty Transaction for the purposes of Listing Rule 10.1. If Resolution 4 is passed, the Company will be able to proceed with the Repayment Agreement and the Royalty Transaction resulting in the termination of the 2% gross revenue royalty over the life of the Ngualla Project.

  • The amount payable under the Royalty Transaction is significantly less than the Company’s current estimation of the “Default Termination Sum” that may become payable should the Company proceed to transfer of the SML to NewCo (and so trigger an “Event of Default” under the Royalty Agreement).

  • To the extent that it is appropriate, the Independent Expert’s Report sets out further information with respect to the Royalty Transaction and concludes that the terms of that transaction are FAIR AND REASONABLE to Shareholders (other than Appian).


More Definitions of Royalty Transaction

Royalty Transaction means any royalty monetization transaction with respect to licenses or sublicenses of the intellectual property of the Company or any of the Company’s Subsidiaries, including but not limited to sales of royalty streams, royalty bonds and other royalty financings, synthetic royalty and revenue interest transactions and hybrid monetization transactions.
Sample 1
Royalty Transaction means any royalty or asset level financing entered into by Borrower and one or more third party investors or lenders acceptable to Agent in its sole discretion and on terms and conditions acceptable to Agent in its sole discretion.
Sample 1
Royalty Transaction means the Cowen Financing, as amended, restated or modified through the Closing Date and any amendment, restatement, modification, replacement or refinancing of such financing which Lender has consented to, which consent shall not be unreasonably withheld.
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Related to Royalty Transaction

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Company Transaction means the consummation of

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Excluded Transactions means:

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • Proposed Transaction is defined in Section 6.2(a).

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Related Party Transactions has the meaning set forth in Section 3.21.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.