Conversion to Royalty Sample Clauses

Conversion to Royalty. On a GI Product-by-GI Product basis, --------------------- within ** (**) days ** for such GI Product, and within ** (**) months after each ** (**) year anniversary thereafter, Adolor shall have the right to convert its right to receive a percentage of the GI Product Marketing Contribution to a royalty, as set forth in Section 6.4.2 (the "Royalty Conversion Election"). The --------------------------- Royalty Conversion Election shall be made in writing, and shall be irrevocable once made. Upon making the Royalty Conversion Election, Adolor shall have no further obligation to fund or otherwise be responsible for any expenses relating to such GI Product for any time periods following the delivery of the Royalty Conversion Election.
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Conversion to Royalty. Following the effective date of the Licensor Opt-out Right, Licensor shall no longer share in the Pre-tax Net Profit as provided in Section 5.4 and Licensee shall instead (a) pay 100% of the amount of all milestone payments set forth in Sections 7.1.2 and 7.1.3 accruing thereafter and (b) in addition to royalties payable under Section 7.2.1, pay an additional royalty on Net Sales in Europe as provided in Section 7.2.3.
Sample 1
Conversion to Royalty. On and after the later of the date on which (i) the Minimum Quantities for each individual Payable Metal have been delivered to Purchaser in the form of Refined Silver equivalents; and (ii) the Buy Back Option has been exercised or lapsed; Seller may elect by notice in writing to require Purchaser to convert the remaining delivery obligations under this Agreement into the Converted Royalty. As soon as reasonably practicable and in any event within 60 days of receipt by Purchaser of such notice and the draft Converted Royalty:
Sample 1
Conversion to Royalty. In the event that the Participating Interest of a Participant is reduced to less than fifteen percent (15%), such Participant’s Participating Interest shall be converted to a Royalty equal to five percent (5%)of the Net Profits from the sale of Precious Metals or Other Products (as defined in Exhibit C). Upon conversion to the Royalty with respect to a Project such Participant shall there upon automatically surrender its right to participate in the management of that Project. Additionally, such Participant shall have no further right, title or interest in the Project, Minerals produced from the Project or Assets associated therewith, acquired under this Agreement or situate on or appurtenant to the Project or Assets associated therewith, except to the extent of the Royalty, and such Participant shall no longer be a Participant to this Agreement with respect to the Project and its rights under this Agreement shall terminate, except to the extent of the Royalty, when its rights with respect to all Projects have been converted to such a Royalty. The remaining Participant shall succeed to all of the right, title and interest in any or all of the Projects, Properties, Minerals produced from the Projects or Assets acquired under this Agreement or situate on or appurtenant to the Projects or Properties, subject to the Royalty. The conversion of a Participant’s Participating Interest to the Royalty shall not relieve such Participant of its pro rata share of any liability, whether accruing before or after conversion, arising out of Operations conducted prior to conversion, including any Environmental Liabilities.
Sample 1
Conversion to Royalty. On a Licensed Product-by-Licensed Product basis, for each Licensed Product with respect to which Adolor exercises an Opt Out pursuant to Section 5.5.2, Adolor shall not be entitled to share the Net Profit/Net Loss pursuant to Section 7.4.1. Instead Pfizer shall, at the time of delivery of the Pfizer Report, make payments to Adolor on the Net Sales in the United States during the applicable Royalty Term at the royalty rate (which rate is based on whether Adolor exercises the Initial Cost Sharing Opt Out, the Second Cost Sharing Opt Out, or an Annual Sharing Opt Out), as set forth below: Net Sales of All Applicable Licensed Products in the U.S. in a Pfizer Year Royalty Rate Adolor Exercises Initial Cost Sharing Opt Out Adolor Exercises Second Cost Sharing Opt Out or An Annual Cost Sharing Opt Out Prior to 12 Months After First Commercial Sale in the U.S. Adolor Exercises An Annual Cost Sharing Opt Out 12 Months After First Commercial Sale in the U.S. for the portion of annual Net Sales over $0 and up to $** ** ** ** for the portion of annual Net Sales over $** and up to $** ** ** ** for the portion of annual Net Sales over $** and up to $** ** ** ** for the portion of annual Net Sales over $** ** ** **
Sample 1

Related to Conversion to Royalty

  • Conversion to Fixed Interest Rate The Mortgage Loan does not contain a provision whereby the Mortgagor is permitted to convert the Mortgage Interest Rate from an adjustable rate to a fixed rate;

  • Conversion to Single Currency 31.1 For evaluation and comparison purposes, the currency(ies) of the Tender shall be converted in a single currency as specified in the TDS.

  • Notice to Allow Conversion by Xxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • Conversion of Note (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

  • Notice to Allow Conversion by Hxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Conversion Privilege and Conversion Price Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

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