Milestone Consideration Shares definition

Milestone Consideration Shares means all shares of Parent Common Stock determined by Parent to be issued to satisfy all or a portion of the Milestone Consideration owed by Parent to the Stockholders hereunder, if applicable.
Sample 1Sample 2Sample 3
Milestone Consideration Shares means the sum of (a) number of shares of Purchaser Common Stock issuable as a result of the occurrence of each Milestone Event, minus (b) Company Expenses payable upon the occurrence of the Milestone Event.
Sample 1Sample 2
Milestone Consideration Shares means the number of shares of Purchaser Common Stock issuable as a result of the occurrence of each Milestone Event, in the following amounts:
Sample 1Sample 2

Examples of Milestone Consideration Shares in a sentence

  • To the extent an individual Securityholder would be entitled to a fractional share of Purchaser Common Stock for Closing Consideration Shares or Milestone Consideration Shares, such fractional share shall be rounded up to a whole share of Purchaser Common Stock.

  • In the event that any cash payment is made in lieu of the issuance of any Milestone Consideration Shares, Parent shall at all times take into account its obligations set forth above in this Section 1.08(c)(i) with respect to issuing a minimum percentage of the Merger Consideration in the aggregate, determined by value, in the form of Parent Common Stock.

  • For purposes of this Section 5.06, Initial Registration Shares and Milestone Consideration Shares shall include any Parent Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of any such shares.

  • The discount from market value applicable to the Closing Merger Shares and the Milestone Consideration Shares due to restrictions on free marketability shall have been determined in accordance with Section 4(d)(ii) of each certificate of designation included in the Certificate of Incorporation.

  • They are both prone to multiple interpretations, as well as being at the cutting edge of contemporary and political debates.

  • Aggregate Consideration Means the Closing Shares, the Closing Warrants, Milestone Consideration Shares, Contingent Consideration, Cash Contingent Consideration, Equity Contingent Consideration, Cash Payment Amount and/or the Milestone Payment Amount.

  • In the event that this limitation applies to the payment of any Milestone Consideration Shares, Purchaser shall make the difference owing for such Milestone Consideration in cash.

  • This calculation is on an undiluted basis and does not include the impact of: (a) the shares issued as part of the ‘upfront consideration’ under the Urge Acquisition; (b) any Milestone Consideration Shares issued under the Urge Acquisition; and(c) any issue of shares on or after the date of this announcement (whether on exercise or conversion of any securities which Zip has on issue or otherwise).

  • For illustrative purposes only, if the Consideration Share Price is $0.3225, the number of Milestone Consideration Shares would equal 17 million Buyer Shares less 11,162,791 million Buyer Shares = 5,837,209 million Milestone Consideration Shares.

  • Thus, summated scales consist of a number of statements which expresseither a favorable or unfavorable attitude towards the given object to which the respondent is asked to react.


More Definitions of Milestone Consideration Shares

Milestone Consideration Shares means: (a) in respect of Milestone Event 1, a number of shares of Buyer Common Stock equal to $1,000,000 divided by the Milestone VWAP for Milestone Event 1; and (b) in respect of Milestone Event 2, a number of shares of Buyer Common Stock equal to $1,300,000 divided by the Milestone VWAP for Milestone Event 2.
Sample 1

Related to Milestone Consideration Shares

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Option Consideration has the meaning set forth in Section 3.3(a).