Milestone Share Price means the volume weighted average price at which Parent Ordinary Shares traded on the ASX (excluding special crossings and overnight sales) over the twenty (20) trading-day period ending on the Business Day immediately prior to the date on which Parent delivers a Milestone Notice, as converted from AUD to USD at the exchange rate published in the Wall Street Journal as of the day that is one (1) Business Day prior to the applicable date of determination.
Milestone Share Price means, in respect of any Vernalis Shares to be issued on a Redemption Date, the average of the closing middle market prices of a Vernalis Share as shown in the Daily Official List of the London Stock Exchange plc on the 30 trading days up to and including the trading day (the "FINAL TRADING DAY") immediately prior to the occurrence of the relevant Milestone and converted to the relevant Currency at the Conversion Rate on the Final Trading Day;
Milestone Share Price means the Equity Financing Price as of the most recent Equity Financing Closing, but in the case of Parent where no Deemed Liquidation Event has occurred in no event less than the Series B Price; provided that, from and after the consummation of any underwritten initial public offering of Parent Common Stock, the Milestone Share Price shall mean the Equity Financing Price in the Equity Financing Closing immediately prior to the consummation of such initial public offering; provided further that, in the event the Milestone Achievement Date occurs before October 10, 2018 and no Deemed Liquidation Event has occurred as of the Milestone Achievement Date, then the Milestone Share Price shall be $3.43. In the case of a Deemed Liquidation Event where the buyer of Parent is a publicly traded company, the Milestone Share Price shall be the closing price of such equity on the applicable stock exchange on the Milestone Achievement Date.
Examples of Milestone Share Price in a sentence
The Company shall have received payment in full, by wire transfer of immediately available funds, for the Milestone Shares at the Milestone Share Price.
The Company may advise the Holder in writing (a "Milestone Share Price Notice") at such time that the Per Share Price of the Company's Common Stock at which it is Publicly Traded (as hereinafter defined) shall have reached or exceeded an Average Per Share Price of $2.00 during any period of 30 Consecutive Trading Days (as hereinafter defined) in which this Note remains outstanding.
The Company's right to shorten the Conversion Period shall fail to arise if the Company shall fail to deliver the Milestone Share Price Notice even if in fact the Per Share Price of the Company's Common Stock at which it is Publicly Traded shall have reached or exceeded an Average Per Share Price of $2.00 during any period of 30 Consecutive Trading Days.
Notwithstanding anything in Section 2(a) to the contrary, the Conversion Period shall expire 30 days after the Holder's receipt of the Milestone Share Price Notice.
More Definitions of Milestone Share Price
Milestone Share Price means the greater of (i) the volume-weighted average price of the Parent Common Shares on the NEO for the ten (10) trading day period ending on (and including) the trading day immediately preceding the Milestone Determination Date and (ii) the closing price of the Parent Common Shares on the NEO on the day that is two (2) Business Days prior to the date on which the Milestone Shares are actually issued, less the maximum discount permissible by the Exchanges. The Milestone Share Price shall be expressed in U.S. dollars, calculated using the exchange rate published by the Bank of Canada at xxxxx://xxx.xxxxxxxxxxxx.xx/rates/exchange/daily-exchange-rates/ for the day that is two (2) Business Days prior to the Milestone Determination Date.
Milestone Share Price means the volume weighted average trading price per share of Common Stock for the 30 trading days ending on the second trading day immediately preceding the Milestone Closing Date as reported on the Nasdaq National Market or such other national securities exchange or market on which the shares of Common Stock are then traded or quoted; provided that, if shares of Common Stock are not traded on any recognized exchange or market, the Milestone Share Price shall be the fair market value of one share of Common Stock as determined in good faith by the Company’s Board of Directors, which good faith determination shall include a discount for illiquidity from the value that would otherwise be determined if the shares of Common Stock were listed on a recognized exchange or market.
Milestone Share Price means: (a) if (i) the Milestone Achievement Date occurs after a Series B Financing Closing or (ii) the Milestone Achievement Date occurs before a Series B Financing Closing and a Series B Financing Closing occurs prior to the end of the Milestone Period and prior to any Liquidity Event, the Series B Price; (b) if the Milestone Achievement Date occurs before a Series B Financing Closing and a Liquidity Event, and a Liquidity Event occurs prior to a Series B Financing Closing and the end of the Milestone Period, the price per share of Parent Common Stock applicable to such Liquidity Event; provided that, if the circumstances described in Section 1.7(e) are applicable, the price per share shall be as provided in Section 1.7(e); or (c) if the Milestone Achievement Date occurs and neither a Series B Financing Closing nor a Liquidity Event occurs prior to the end of the Milestone Period, the Share Price.
Milestone Share Price set forth in Exhibit A to the Merger Agreement is hereby amended and replaced in its entirety with the following definition:
Milestone Share Price has the meaning specified in Section 3.10(g).
Milestone Share Price means the greater of (1) the volume weighted average closing sale price of one share of Purchaser Common Stock as reported on the Principal Market for the thirty (30) consecutive trading days ending on December 31 of the calendar year with respect to which the Adjusted Milestone Consideration is due, or (2) $1.25 per share (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).
Milestone Share Price means the greater of: (i) the volume weighted average price of the Parent Common Shares for the 30-day period immediately prior to the release of the Companies’ audited consolidated financial statements for the fiscal year ending December 31, 2020; (ii) the market price on the trading day prior to the day on which the price for the issuance of Milestone Shares was reserved in accordance with the NEO Exchange Listing Manual, and (iii) the Maximum Discount to Market Price (as defined in the NEO Exchange Listing Manual) applicable to the issuance of the Milestone Shares. The Milestone Share Price shall be expressed in U.S. dollars, calculated using the exchange rate published by the Bank of Canada at xxxxx://xxx.xxxxxxxxxxxx.xx/rates/exchange/daily-exchange-rates/ for the day the Companies’ audited consolidated financial statements for the fiscal year ending December 31, 2020 are released.