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. ARTICLE 6 JOINT STEERING COMMITTEE 6.1 Joint Steering Committee (JSC).
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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: 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 $** ** ** **
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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.
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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: (a) the Parties will execute a definitive Converted Royalty; (b) the Parties will register and record against the Real Property the Converted Royalty or a notice of the Converted Royalty (and any other similar document or documents as Purchaser may reasonably request that will have the effect of giving notice of the existence of the Converted Royalty to third Persons, protecting Purchaser’s right to receive the gross revenue royalty payable under the Converted Royalty, and securing payment of such gross revenue royalty and the covenants and obligations of Seller under the Converted Royalty) with the appropriate public registry; (c) Purchaser will execute such releases and discharges as may be reasonably requested by the Seller MPA Entities to terminate this Agreement (subject to Section 11.5) and release any Security Documents to the extent the Encumbrances thereunder secure the Stream Obligations; and (d) the Seller MPA Entities will deliver such opinions, certificates and resolutions as Purchaser may reasonably request to ensure the validity and enforceability of the Converted Royalty.
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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.

  • 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: (a) the Company shall compute the adjusted conversion price in accordance with Section 14.04 and shall prepare a certificate signed by the Treasurer or other appropriate officer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with the Conversion Agent at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02; and (b) a notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall be required, and as soon as practicable after it is required, such notice shall be delivered electronically or mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.

  • Conversion of Note (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock 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 the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold. (b) Subscriber will give notice of its decision to exercise its right to convert the Note or part thereof by telecopying an executed and completed Notice of Conversion (as defined in the Note) to the Company via confirmed telecopier transmission. The Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date. The Company will or cause the transfer agent to transmit the Company's Common Stock certificates representing the Shares issuable upon conversion of the Note to the Subscriber via express courier for receipt by such Subscriber within three (3) business days after receipt by the Company of the Notice of Conversion (the "Delivery Date"). A Note representing the balance of the Note not so converted will be provided to the Subscriber, if requested by Subscriber. To the extent that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note. (c) The Company understands that a delay in the delivery of the Shares in the form required pursuant to Section 9 hereof, or the Mandatory Redemption Amount described in Section 9.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late issuance of Shares in the form required pursuant to Section 9 hereof upon Conversion of the Note or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Note principal amount being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.