Earnout Milestone definition

Earnout Milestone has the meaning set forth in Section 1.9(a).

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Earnout Milestone means [****] either PORT-2 (IMM60 iNKT cell activator/agonist) or PORT-3 (PLGA-nanoparticle formulation of IMM60 combined with a NY-ESO-1 peptide vaccine).

Earnout Milestone has the meaning set forth in Section 3.7(a)(i).

Examples of Earnout Milestone in a sentence

For the avoidance of doubt, the Earnout Consideration in respect of each Earnout Milestone shall be vested and released only once and the Earnout Consideration shall in no event exceed the total amount of Sponsor Earn-Out Shares, in the aggregate.
Notwithstanding the foregoing, for the avoidance of doubt, subject to Section 6.4, Parent shall have sole discretion over all matters relating to the Company Products and shall be under no obligation to operate (or cause to be operated) Parent or the Surviving Company to achieve any Earnout Milestone, including any specific level of revenue, production capacity or sales.
Following achievement of the applicable Earnout Milestone, the Representative may waive such issuance restrictions at any time with respect to all or any portion of the issuable shares; provided, that, in no event shall any Earnout Stock Consideration be issued prior to the expiration or waiver of the Rescission Right.
The parties acknowledge and agree that the achievement of the Earnout Milestone is subject to numerous risks and uncertainties beyond the control of Parent, the Surviving Corporation and the Milestone Obligors and, subject to their compliance with this Section 1.9(c), neither Parent nor the Surviving Corporation shall have any responsibility or liability to the Holders’ Agent, Company Stockholders or the Company Optionholders for any failure to achieve the Earnout Milestone.
Commencing upon the Closing and until the Earnout Amount Payment Date, Parent shall provide, on a quarterly basis, a written report to the Holders’ Agent, signed by an officer of Parent, in reasonable detail regarding the status of efforts to achieve the Earnout Milestone (each such report, an “Update Report”).

More Definitions of Earnout Milestone

Earnout Milestone shall have the meaning set forth in Section 2.4(c).

Earnout Milestone means, as applicable, (i) the First Operating Performance Milestone, (ii) the Second Operating Performance Milestone, (iii) the First Share Price Performance Milestone, and/or (iv) the Second Share Price Performance Milestone.

Earnout Milestone means the occurrence of a Seller Earnout Milestone and/or a Sponsor Earnout Milestone.

Earnout Milestone has the meaning set forth in Schedule 2.9 to the Disclosure Letter.

Earnout Milestone means that the net number of customers of the Business as of that date that is two (2) years after the Closing Date must be equal to or more than 70% of the number of customers of the Business as of the Closing Date. For the purposes of this provision, a Closing Date “Customer” means an entity or person that has installed and is operating any of Company’s software as of the Closing Date pursuant to contracts or other agreements in effect as of the Closing Date. To determine changes in the number of customers of the Business: A customer will be deemed to be a “lost customer” only if the customer removes all software acquired from the Business from its computer environment, is no longer under any maintenance or other agreement with the Business, and has replaced the removed software with other third-party or internally developed software; and A customer will be deemed to be an “added customer” if they are not a customer on the Closing Date, but install any of the Business’s software on their computer environment pursuant to a new license agreement with the Business, and they continue to operate the Business’s software as of the date that is two (2) years after the Closing Date. Pursuant to the foregoing, the net number of customers as of the date that is two (2) years after the Closing Date shall equal the number of customers as of the Closing Date, less the number of “lost customers” (as defined above) plus the number of “added customers” (as defined above). Further, the Earnout Milestone shall be deemed to have been met (without regard to the number of customers) if any of the following occur within two (2) years of the Closing Date:

Earnout Milestone means each of the CB-1 Earnout Milestone, the CB-3 Earnout Milestone and the Project Financing Closing.

Earnout Milestone as defined in Section 1.6(a).