Milestone Shares. (a) On the Milestone Shares Completion Date, Cortendo must pay to ATL (in cleared funds) the Milestone Shares Subscription Price.
(b) Subject to receiving the Milestone Shares Subscription Price, ATL must:
(i) issue the Milestone Shares to Cortendo on the Milestone Shares Completion Date;
(ii) enter Cortendo into ATL’s Issuer Sponsored Subregister as the holder of the Milestone Shares on the Milestone Shares Completion Date; and
(iii) subject to clause 10.3(c), within 5 Business Days after the day on which the Milestone Shares are issued, give to ASX a cleansing notice under sections 708A(5) and (6) of the Corporations Act.
(c) if ATL forms the view, acting reasonably, that it is unable to give ASX a cleansing notice under clause 10.3(b)(iii), due to ATL being unable to include excluded information (as defined in section 708A(7) of the Corporations Act) in an ASX cleansing notice, ATL may elect not to give such a notice and must communicate such decision to Cortendo prior to the expiry of the 5 Business Day period referred to in that clause. For the avoidance of doubt, the failure to give such a notice does not affect the validity of the issue of the Milestone Shares, however Cortendo acknowledges that it will be restricted from any on-sale of the Milestone Shares during the Moratorium Period (in addition to the restrictions imposed by clause 10.7.
Milestone Shares. (i) For each of the fiscal years 2007, 2008 and 2009 for which the Revenues (as defined in Section 1.5(b)(iii)) of the Surviving Corporation equal or exceed 80% of the “Revenue Target” set forth below for such year, Parent shall issue that percentage of the shares of Parent Common Stock set forth in Section 1.5(b)(ii) as “Target Shares” for such year determined as follows: Revenues as % of Revenue Target Percentage of Target Shares (A) Less than 80% 0 % (B) 80% to 100% 50% plus 50% multiplied by a fraction the numerator of which is the difference between actual Revenues as a percentage of the Revenue Target less 80% and the denominator of which is 20%. By way of illustration, if actual Revenues are 87.5%, the percentage of Target Shares to be issued would be 50% plus 50% (87.5%-80%)/20% = 50% plus 18.75% =68.75%.
Milestone Shares. 2.4.1. In the event that by March 31, 2014, the Milestone (as defined below) has not been achieved, then on April 1, 2014, the Company shall issue to YEC an additional 1,377 (one thousand three hundred and seventy-seven) Preferred D-1
Milestone Shares. Fifteen days after the date on which the Purchaser gives notice to the Company of its decision to commence a Phase III clinical study of a PRODUCT for use in CHF, or otherwise becomes obligated to purchase equity in the Company in connection with such milestone, as defined and provided for in the BML Collaboration Agreement, or, if such date is not a Business Day, on the next Business Day (the "Milestone Date"), the Company shall become obligated to issue and sell to the Purchaser and the Purchaser shall become obligated to purchase from the Company, in each case subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, at an aggregate purchase price of two million five hundred thousand dollars ($2,500,000), such number of shares (rounded to the nearest whole share) of Common Stock (the "Milestone Shares") equal to 2,500,000 divided by the Current Per Share Market Price on the date which is two Business Days prior to the Milestone Date at a closing (the "Milestone Closing").
Milestone Shares. At the election of Investor (such election to be made within thirty (30) days from the receipt by Investor of notice that a Milestone Event has occurred), each Regulatory Milestone and Commercial Milestone shall be paid in shares of Common Stock. Notwithstanding the foregoing, the Company shall not be obliged to issue Milestone Shares to Investor at the occurrence of a Milestone Event if either:
(a) the aggregate number of Shares issued to Investor (including the Initial Shares), as a result of cumulative election by Investor, shall exceed 10.300.000 shares; or
(b) such issuance could reduce the amount of the Company’s accumulated net operating losses deductible for tax purposes against future earnings (Internal Revenue Code Section 382) in excess of USD [***] ([***] dollars), as determined by the Company. If the Company is not obligated to issue Milestone Shares to Investor at the occurrence of a Milestone Event as a result of (a) or (b) above, the Company shall pay such Milestone in cash by means of wire transfer on the account designated by Investor within ten (10) working days after receipt by the Company of notice of Investor’s election.
Milestone Shares. 3.1 Within ten Business Days after the later of (a) the occurrence of the First Milestone Event, and (b) the receipt of TSX-V approval for the issuance of the First Milestone Shares, Vizsla shall issue the First Milestone Shares to Mirko. Vizsla shall use commercially reasonable efforts to achieve the First Milestone Event within two years of the Closing Date.
3.2 Within ten Business Days after the later of (a) the occurrence of the Second Milestone Event, and (b) the receipt of TSX-V approval for the issuance of the Second Milestone Shares, Vizsla shall issue the Second Milestone Shares to Mirko. Vizsla shall use commercially reasonable efforts to achieve the Second Milestone Event within five years of the Closing Date.
Milestone Shares. If, on the one year anniversary date of the this Agreement, the Company's annual rate of revenues has not reached $15 million, as determined by the revenues generated during the 3 months prior to such anniversary date and C is greater than B (as defined below, each Purchaser shall have the right to purchase, for a purchase price per share equal to the par value of the Common Stock, an additional number of shares equal to [A*(C-B)]/B where: A = number of Underlying Shares issuable upon exercise of unexercised Warrants held by such Purchaser on the date of exercise by such Purchaser hereunder; B = 115% of the average of the 30 Closing Prices immediately prior to such anniversary date (the "ANNIVERSARY MARKET PRICE"); and C = the then exercise price of the Warrants. Any Purchaser exercising its rights hereunder shall also be issued a warrant to purchase up to 25% of the shares of Common Stock issued pursuant to the preceding sentence with an exercise price equal to 115% of the Anniversary Market Price, which warrant shall otherwise be identical to that of the Warrants. The Purchasers must exercise their rights hereunder within 15 days of the anniversary date by written notice to the Company or such right shall be of no further force and effect. At the time of the issuance, the Company may require each investor to enter into customary subscription agreements, which agreements shall be reasonably acceptable to the Purchasers. The shares of Common Stock issuable hereunder shall not be subject to the terms of the Registration Statement, however, if at any time during the 12 months following the issuance hereunder, there is not an effective registration statement covering all of the shares of Common Stock issuable hereunder and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Purchaser a written notice of such determination and, if within fifteen days after the date of such notice, any such Purchaser shall so request in writing, the Company shall in...
Milestone Shares. (a) The Parties agree that, at Closing, an aggregate of 5,306,250 of the Consideration Shares (collectively, the "Milestone Shares") on a pre-Purchaser Consolidation basis (3,000,000 on a post-Purchaser Consolidation basis) will be deposited into escrow pursuant to the terms of an escrow agreement (the "Escrow Agreement") to be entered into among the Purchaser, certain of the Shareholders and an escrow agent to be appointed by the Purchaser, in its sole discretion, prior to the Closing.
(b) The Escrow Agreement will provide that, in addition to other terms and conditions as set out in the Escrow Agreement, an aggregate of 1,768,750 Milestone Shares, on a pre-Purchaser Consolidation basis (1,000,000 on a post-Purchaser Consolidation basis), will be released to the applicable Shareholders upon the attainment of each Milestone.
Milestone Shares. Subject to the indemnification provisions set forth in Section 7, upon the achievement of certain milestones set forth in this Section 2.8(b), each Stockholder and Noteholder shall receive additional shares of Parent Common Stock as set forth in this Section 2.8(b) (the "Milestone Shares").
(i) Upon the affirmative decision of the Parent's Board of Directors, provided that such decision is made within twelve months of the Closing Date, to further develop the AST-914 metabolite product (which is currently undergoing a study by the National Institutes of Health in essential tremor), either internally or through a corporate partnership, Parent shall issue 8,828,029 shares of Parent Common Stock; fifty percent (50%) shall be issued to the Stockholders (such Milestone Shares allocated to the Stockholders are referred to as the “Stockholder Milestone Shares”) and fifty percent (50%) shall be issued to the Noteholders (such Milestone Shares allocated to the Noteholders are referred to as the “Noteholder Milestone Shares”).
(ii) Upon the acceptance by the FDA of the Company's filing of the first New Drug Application for the Company's AST-726 product candidate, Parent shall issue 7,062,423 shares of Parent Common Stock; seventy percent (70%) shall be issued to the Stockholders and thirty percent (30%) shall be issued to the Noteholders.
(iii) Upon the Company receiving FDA approval to market AST-726 in the United States of America, Parent shall issue 8,828,029 shares of Parent Common Stock to the Stockholders.
Milestone Shares. The Milestone Shares will be issued to the Shareholder or its assignee(s) upon the occurrence of either of the following:
(a) [Redacted: Seriously prejudicial to the Issuer] having secured contracts for [Redacted: Seriously prejudicial to the Issuer]’s services having a value equal to the aggregate of a minimum of TWO MILLION DOLLARS ($2,000,000); or
(b) ABJ raising capital of FIVE MILLION DOLLARS ($5,000,000) or more cumulatively from the date of this Agreement.
