Earnout Milestone definition

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

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.

• 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.

• 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”).

• National Marine Fisheries Service, 886 F.3d 803, 817-18 (9th Cir.

• Of the remaining 4,083,334 Private Warrants, 3,500,000 were immediately vested and 583,334 warrants (the “Earnout Warrants”) were vested upon meeting certain Earnout Milestone Events on November 9, 2021.

More Definitions of Earnout Milestone

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 has the meaning given to it in Section 2.5(a).

Earnout Milestone means collectively, the $12.00 Share Price Milestone, $14.00 Share Price Milestone, $16.00 Share Price Milestone and $18.00 Share Price Milestone.

Earnout Milestone means, in the Buyer’s determination, that (i) the Post-Closing Average Worldwide Users is equal to at least 90% of the Pre-Closing Average Worldwide Users, (ii) the Post-Closing Average U.S. Monthly Users is equal to at least 90% of the Pre-Closing Average U.S. Monthly Users and (iii) the Post-Closing Average Business Revenue is equal to at least 90% of the Pre-Closing Average Business Revenue. A sample calculation of Post-Closing Average Worldwide Users, Post-Closing Average U.S. Monthly Users and Post-Closing Average Business Revenue is set forth on Exhibit I (which is for illustrative purposes only).

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 as defined in Section 1.6(a).

Earnout Milestone or “Earnout Milestones” has the meaning given to them in Section 2.5.