CONSIDERATION – COMMON STOCK Sample Clauses

CONSIDERATION – COMMON STOCK. In full consideration for the rights granted herein, COMPANY will, within thirty (30) days of the Effective Date, issue to Mayo Clinic [**] shares of COMPANY’S $0.0001 par value per share common stock (the “COMPANY EQUITY” and, the “ISSUANCE”). The ISSUANCE shall occur pursuant to, and MAYO’s receipt and ownership of the COMPANY EQUITY shall be subject to, the terms, conditions and restrictions set forth in a Common Stock Purchase Agreement in the form of Exhibit A hereto. The Parties agree that (a) the value of the COMPANY EQUITY as of the date of issuance is [**] ([**]), (b) the COMPANY EQUITY is solely for the License under Section 2.01 licensed hereunder to COMPANY and is not for compensation to MAYO for the time MAYO Investigator spent transferring the Know-How and/or participating on the PSC, which compensation is as specifically set forth separately in Section 2.05(b) above, and (c) except to the extent otherwise required by applicable mandatory law, no Party will take any position, whether in connection with income taxes or otherwise, inconsistent with the forgoing clauses (a) and (b). The Parties agree that the consideration payable under this Agreement, including, without limitation, those provided for under Section 2.05(b) and this Section 3.01, represent fair market value for intellectual property (including the licenses and rights granted to COMPANY hereunder) and participating in the PSC and were negotiated in an arms-length transaction.
Sample 1
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Related to CONSIDERATION – COMMON STOCK

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

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