Milestone Merger Consideration definition

Milestone Merger Consideration has the meaning set forth in Section 2.5 of this Agreement.
Sample 1
Milestone Merger Consideration means $3,000,000.
Sample 1
Milestone Merger Consideration means the consideration payable pursuant to Section 2.4(a) of this Agreement.
Sample 1

Examples of Milestone Merger Consideration in a sentence

  • A transfer of rights to receive any Milestone Merger Consideration other than pursuant to clause (i) or (ii) above, shall be made in whole and not in part.

  • For the avoidance of doubt, in the event all Damages for which the Parent Indemnitees are otherwise entitled to indemnification under this Section 10 exceed the Escrow Funds but no Milestone Merger Consideration ever becomes payable, then the Escrow Funds alone shall be the sole and exclusive remedy of the Parent Indemnitees.

  • In the event that the funds remaining in the Escrow Fund are insufficient to permit recovery by Parent of all such expenses, Parent shall be entitled to set off the amount of such deficiency against the Milestone Merger Consideration in accordance with Section 10.2(d)(ii), with any such set-off to be allocated among the Company Stockholders on a basis proportional to the Escrow Amount contributed under the Escrow Agreement by or on behalf of each Company Stockholder.

  • Within thirty (30) days of the date, if any, when the Milestone is achieved, Parent shall deposit, or cause to be deposited, with the Exchange Agent, the Milestone Merger Consideration.

  • Parent may only elect to pay Milestone Merger Consideration in the form of Parent Common Stock so long as the aggregate number of shares of Parent Common Stock so payable as Milestone Merger Consideration does not exceed 19.9% of the issued and outstanding shares of Parent Common Stock on the date of execution of this Agreement by the parties hereto.

  • The parties also acknowledge and agree that if, after Parent’s or the Surviving Corporation’s determination that a Technical Failure or Commercial Failure has occurred with respect to all or a part of its program relating to the Technology, the Milestone is nonetheless achieved, the Company Stockholders shall be entitled to the Milestone Merger Consideration on the terms and conditions set forth in this Agreement.

  • For the avoidance of doubt, Purchaser shall not be required to provide any notification of any intent to withhold for tax purposes any portion of any Milestone Merger Consideration, Royalty Payments or other contingent consideration.

  • Parent shall also use commercially reasonable efforts to maintain its existing listing on Nasdaq and promptly following the issuance by Parent of any Parent Common Stock as Milestone Merger Consideration shall file with Nasdaq a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issued as Milestone Merger Consideration.

  • In the event that neither a Product 1 nor a Product 1+ has satisfied the FDA Milestone prior to the closing of a Change in Control of Purchaser, no amounts will be paid in connection with such Change in Control of Purchaser and the acquiring Person in such Change in Control of Purchaser shall assume all obligations under this Agreement with respect to such Milestone Merger Consideration.

  • A sufficient number of the Company Stockholders and holders of Company Options shall have executed and delivered to the Company Investor Questionnaires in the form set forth on Exhibit F to enable Parent to determine whether a portion of the Milestone Merger Consideration, if any, can be issued in the form of Parent Common Stock in an exchange that is exempt from registration pursuant to Regulation D under the Securities Act.


More Definitions of Milestone Merger Consideration

Milestone Merger Consideration means all payments made to the Participating Holders pursuant to any Milestone Event.
Sample 1

Related to Milestone Merger Consideration

  • Base Merger Consideration means $1,200,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • 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.

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

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

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

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.