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.
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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.
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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:
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Examples of Milestone Consideration Shares in a sentence

  • Parent shall use its reasonable best efforts to maintain the continuous effectiveness of each Registration Statement or Prospectus Supplement, as applicable, until the earlier of (A) the date all such Milestone Consideration Shares have been sold pursuant to such Registration Statement or Prospectus Supplement, as applicable, or (B) such time as such time as all holders of such Milestone Consideration Shares may sell such Milestone Consideration Shares under Rule 144 of the Securities Act.

  • Any remaining payments shall be payable, at Celldex’s sole election, in either cash or Milestone Consideration Shares (as defined in the Merger Agreement) based on the Parent Stock Value (as defined in the Merger Agreement) and subject to the registration provisions (including, without limitation, the timeline in Section 5.06(b)) of the Merger Agreement, or a combination of the two.

  • 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.

  • 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.

  • 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.

  • For purposes of the immediately preceding sentence, the value of shares of Parent Common Stock delivered by a Stockholder shall be deemed to be (i) in the case of Closing Merger Shares, the Closing Date Price per share, and (ii) in the case of Milestone Consideration Shares, the Parent Stock Value attributable thereto.

  • Upon notice of the existence of a Black Out Period from Parent to any Stockholders with respect to any Registration Statement (or Prospectus Supplement), such Stockholder shall refrain from selling its Closing Merger Shares or Milestone Consideration Shares under such Registration Statement (or Prospectus Supplement) until such Black Out Period has ended.

  • The Milestone Consideration Shares have the following milestones attached to them: Tranche Milestone Number of Buyer Shares Expiry Date An aggregate of Milestone 1 Consideration Shares 3,000,000 DMT of minerals being Hauled during the Milestone 20,000,000 Buyer Shares Before 31 May 2027 Period.

  • The right to the Milestone Consideration Shares is not transferable.

  • 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.


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.
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Related to Milestone Consideration Shares

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • 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).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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 has the meaning set forth in Section 3.01(b)(iii).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Acquisition Shares means each class of shares of beneficial interest 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 has meaning ascribed by Clause 4.1;

  • 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));

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Equity Consideration has the meaning set forth in Section 2.02.

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

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.