Milestone Notice Sample Clauses

Milestone Notice. ViroPharma shall notify INS within ten (10) Business Days of any determination, completion or approval that would trigger a payment by ViroPharma to INS under Section 6.1.2 and the amount of the payment required and shall pay such amount as provided herein.
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Milestone Notice. Within ** days after the achievement of any milestone set forth in Section 3.1.3, Cell Therapeutics shall provide Novartis with written notice of such milestone achievement (each, a “Milestone Notice”), together with payment of the corresponding milestone payment.
Sample 1
Milestone Notice. Within ninety (90) days after the end of each of the 2019 Fiscal Year and 2020 Fiscal Year (each, a “Measurement Year”), Parent shall deliver to the Rights Agent and the Representative (a) a written notice (the “Milestone Notice”) setting forth in reasonable detail the Parent’s calculation of the Adjusted EBITDA for the applicable Measurement Year and stating which, if any, of the two Milestones in respect of such Measurement Year have been achieved (or, if no such Milestones have been achieved, that no Milestones have been achieved in respect of such Measurement Year), along with reasonable supporting documentation relating to the calculations and the components thereof and (b) a copy of the Audit Report in respect of such Measurement Year. The Milestone Notice (and the calculations contained therein) shall be prepared in a manner consistent with the calculation set forth on Exhibit C.
Sample 1
Milestone Notice. Sub shall notify Parent within ten (10) Business Days of the completion of any of the foregoing Milestones, which would trigger the issuance by Parent to Sub of the shares of Series B required under Section 4.2.
Sample 1
Milestone Notice. In accordance with the terms of Exhibit B, Buyer shall give written notice (in each case, a "Milestone Notice") to the Stockholder Representative informing the Stockholder Representative as to: (i) whether the Earnout Milestone was achieved; and (ii) if the Earnout Milestone was achieved, the amount of the Earnout Consideration to be paid to the Company Stockholders. The "Milestone Notice Date," in any case, will mean the date on which the Milestone Notice was communicated by Buyer to the Stockholder Representative. The Milestone Notice shall specify in reasonable detail the basis for Buyer’s determination, and Buyer shall afford the Stockholder Representative full access to all books and records of Buyer and the Company relevant to the determination of whether the Earnout Milestone was achieved. If a dispute arises between Buyer and the Stockholder Representative as to whether the Company has achieved an Earnout Milestone, such dispute will be resolved pursuant to Section 2.4(c)(ii), and notwithstanding anything herein to the contrary, the applicable Milestone Notice Date will be deemed to be the date of resolution of such dispute.
Sample 1
Milestone Notice. Within ten (10) Business Days after the achievement of any Milestone, Parent shall deliver to the Securityholder Representative notice of the achievement of the Milestone (each, a “Milestone Notice”), which shall include a breakdown of the percentage of the associated Milestone Consideration payment that will be made in Parent Common Stock and the percentage of the associated Milestone Consideration payment that will be made in cash. As promptly as practicable (but in any event within twenty (20) Business Days following Parent’s delivery to the Securityholder Representative of a Milestone Notice, the Company Securityholders shall deliver an updated Merger Consideration Schedule to the Securityholder Representative and Parent, which shall include, in addition to the information set forth in Section 2.9(e), (i) the amount of the Milestone Consideration payable to the individuals set forth on Schedule 2 pursuant to the Company’s Amended and Restated Management Incentive Plan in effect as of the date of this Agreement (the “Milestone Management Bonus”), (ii) any amounts due to Guggenheim Partners in respect of services rendered to the Company in connection with the Transactions that become due as a result of the achievement of such Milestone (a “Guggenheim Payment”), (iii) any amounts funded as Additional Reserve and (iv) an allocation of the applicable Milestone Consideration Payment (less the Milestone Management Bonus, any Guggenheim Payment and any Additional Reserve) among the Company Securityholders, determined in accordance with the terms of this Agreement and the Company’s Organizational Documents as in effect as of immediately prior to the Effective Time. All payments under this Section 2.12(b) shall be made in accordance with any such updated Merger Consideration Schedule delivered by the Company Securityholders to the Securityholder Representative and Parent with respect to the Milestone that has been achieved. Within ten (10) days following the delivery of an updated Merger Consideration Schedule by the Company Securityholders to the Securityholder Representative and Parent, Parent shall pay the respective Milestone Consideration by (i) in the case of the Milestone Management Bonus, by delivering or paying to the Surviving Company an amount equal to the Closing Management Bonus for distribution to the individuals set forth on Schedule 2 through the Surviving Company’s payroll payment system (in each case subject to applicable withholding Taxes), (i...
Sample 1
Milestone Notice. As soon as reasonably practicable (but in no event later than 30 days after Buyer can determine whether a particular Earnout Milestone has been satisfied), Buyer will give notice (in each case, a "Milestone Notice") to Seller informing Seller as to whether or not the applicable Earnout Milestone was satisfied. The "Milestone Notice Date," in any case, will mean the date on which the Milestone Notice was delivered by Buyer to Seller. If a dispute arises between Buyer and Seller as to whether an Earnout Milestone has been satisfied, such dispute will be resolved pursuant to Section 1.6(f).
Sample 1
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Milestone Notice. As soon as reasonably practicable, but in no event later than the later of (i) forty five (45) days after the end of the applicable Year, or (ii) 20 days after DTS shall have received all required information and reports from Sirius/XM, DTS will give notice (in each case, a “Milestone Notice”) to Seller informing Seller as to whether or not the Earnout Milestone was achieved. The “Milestone Notice Date,” in any case, will mean the date on which the Milestone Notice was communicated by DTS to Seller. If a dispute arises between DTS and Seller as to whether an Earnout Milestone has been achieved, such dispute will be resolved pursuant to Section 1.7(d) below, and notwithstanding anything herein to the contrary, the applicable Milestone Notice Date will be deemed to be the date of resolution of such dispute.
Sample 1
Milestone Notice. On or prior to the tenth (10th) business day following the date of the achievement of any Milestone (provided, in the case of the Net Sales Milestone, on or prior to the tenth (10th) business day following the date on which the Net Sales Certificate is prepared for the period in which the date of achievement of the Net Sales Milestone occurs), Holdco shall deliver to the Shareholder Representative written notice of the achievement of such Milestone (each, a “Milestone Notice”); provided that if the CE Xxxx Milestone or the First-in-Man Milestone is reached prior to the Closing Date, no such notice shall be required.
Sample 1

Related to Milestone Notice

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

  • Milestone Event Milestone Payment [***] [***]

  • Milestone Schedule Please state the status and progress of each Milestone and identify any completed Milestone(s) for the previous calendar quarter.

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Milestone Payment The first time Net Sales in the Territory in a Royalty Period exceed US$[***] ([***] dollars) US$[***] ([***] dollars)

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Notice of Completion The Interconnection Customer shall notify the Transmission Provider and the Interconnected Transmission Owner in writing when it has completed construction of (i) the Customer Facility;

  • Sales Milestone Payments Artiva shall make the following one-time, non-refundable and non-creditable sales milestone payments to GCLC when the aggregate annual Net Sales of Products in the Territory first reach the thresholds specified below. Artiva shall notify GCLC promptly of the achievement of each such sales threshold. Each sales milestone payment shall be made by Artiva within [***] days after the end of the calendar quarter in which such sales threshold is achieved. To the extent more than one sales threshold is reached in any given calendar year, then the applicable milestone payment for each such achievement shall be due and owing with respect to such calendar year. For clarification, the total milestone payments payable hereunder if all milestone events are achieved is [***].

  • Sales Milestones (a) As to each Therapeutic Product, SANOFI-AVENTIS shall pay MERRIMACK up to a total of Sixty Million Dollars (US$60,000,000) upon the first achievement of the following Net Sales milestones, on a Therapeutic Product-by-Therapeutic Product basis: (i) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (ii) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (iii) Total Worldwide Net Sales for Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (b) Each milestone payment set forth in Section 8.4(a) shall be payable by SANOFI-AVENTIS upon the achievement of the related milestone event by SANOFI-AVENTIS and its Affiliates or sublicensees, and SANOFI-AVENTIS shall provide notice to MERRIMACK promptly upon achievement of such milestone event. SANOFI-AVENTIS shall pay MERRIMACK each such milestone payment within [**] days of such achievement of the related milestone event. (c) For purposes of clarity, more than one of the Net Sales milestones set forth above may be earned in the same four (4) consecutive calendar quarter period with respect to a Therapeutic Product. For example, if total worldwide Net Sales with respect to a given Therapeutic Product have not achieved any of the lower sales milestone thresholds set forth in clause (i) or (ii) of Section 8.3(a) above in any previous four (4) consecutive calendar quarter period, but total worldwide Net Sales with respect to such Therapeutic Product exceed $[**] in a subsequent four (4) consecutive calendar quarter period, then all three milestone payments, totaling $60 Million, payable upon achievement of the sales milestone thresholds set forth in clause (i), (ii) and (iii) of Section 8.3(a) above shall become payable to MERRIMACK hereunder.

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