Milestone Stock Consideration definition

Milestone Stock Consideration shall have the meaning set forth in the definition of Aggregate Milestone Merger Consideration.

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Milestone Stock Consideration means, with respect to any Milestone Event, a number of shares of Buyer Common Stock, rounded down to the nearest whole share, equal to the quotient of (i) the value of the corresponding Milestone Payment to be paid in Buyer Common Stock divided by (ii) the Buyer Common Stock Average VWAP Price calculated as of the day immediately prior to the date on which such Milestone Event is achieved.

Milestone Stock Consideration means shares of Parent capital stock of the same type and series of capital stock that was issued to institutional investors in Parent’s most recent bona fide arms’ length equity financing transaction occurring prior to the applicable Additional Milestone Trigger Event, at the applicable price per share paid by such institutional investors in such equity financing (“Milestone Stock”); provided that if the Milestone Stock includes “pay to play” or other similar forced conversion provisions that have a punitive impact on stockholders that do not participate in a future funding round (“Punitive Provisions”), Parent will take all actions necessary to create and issue as the Milestone Stock Consideration a “shadow” series of capital stock that mirrors the Milestone Stock in all aspects but does not include the Punitive Provisions; provided, further, that, if Parent has not yet issued any Parent Series B Preferred Stock prior to the occurrence of an Additional Milestone Trigger Event, Parent Series B Preferred Stock (on terms, including price per share, consistent with those set forth in the Parent Series A-2/B Purchase Agreement) may be issued by Parent in satisfaction of the applicable Additional Milestone Payment; provided, further, that if any Additional Milestone Trigger Event occurs after a Parent IPO, Parent may satisfy the applicable Additional Milestone Payment in the form of shares of Parent Common Stock valued as follows: (i) for an Additional Milestone Trigger Event other than the Qualifying Valuation Milestone, using a per share volume weighted average price in respect of period from the scheduled opening of trading until the scheduled close of trading of the primary trading session for the preceding five (5) consecutive trading days ending on the date of achievement of the applicable Additional Milestone Trigger Event; and (ii) for the Qualifying Valuation Milestone, using the Volume Weighted Average Price that triggered achievement of the Qualifying Valuation Milestone.

Examples of Milestone Stock Consideration in a sentence

Shares representing the Stock Consideration and the Milestone Stock Consideration shall bear the following restrictive legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
The issuance, sale or delivery of the Closing Stockholder Stock Consideration and Milestone Stock Consideration in accordance with the terms of this Agreement is not subject to any preemptive right of stockholders of Parent or to any right of first refusal or other right in favor of any person, and shall not trigger any anti-dilution right, except such as have been waived on or prior to the Closing Date.
To the extent that such amounts are required to be deducted or withheld with respect to payments to be made to a holder or former holder of Eligible Company Securities by Parent and, if applicable, Interim Surviving Corporation or the Surviving Company, such Person shall withhold such amounts from the cash consideration payable to the holder at such time (rather than the Closing Stockholder Stock Consideration or Milestone Stock Consideration).
Upon such final determination, Parent may cancel and extinguish such Milestone Stock Consideration on the stock ledger and books and records of Parent, and upon notice of such cancellation, such Company Stockholder shall surrender to Parent such Milestone Stock Consideration without any consideration payable therefor.
The number of shares of Buyer Common Stock to be issued to a Company Holder will be rounded down to the nearest whole share after aggregating all shares of Buyer Common Stock to be received by such Company Holder as Closing Stock Consideration or Milestone Stock Consideration, as applicable.
For the avoidance of doubt, it is inconsistent with the Intended Tax Treatment for Buyer or its agents (including the Transfer Agent) to report the Closing Stock Consideration and Milestone Stock Consideration (if any) on IRS Form 1099-B with respect to the holders of Company Capital Stock.
Parent shall use reasonable best efforts to cause the Milestone Stock Consideration to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance, prior to the dates of its issuance.
For the purposes of this Agreement, the payments made, or shares of Milestone Stock Consideration issued, in accordance with the terms of the Carveout Plan shall constitute Milestone Payments.
Any such election by Acquiror to pay cash to an Unaccredited Investor shall not change the aggregate amount of cash that Acquiror is obligated to pay pursuant to this Article I but shall result in the appropriate reduction of the portion of the Estimated Cash Consideration or the Milestone Cash Payment, as applicable, and the appropriate proportionate increase in the portion of the Stock Consideration or the Milestone Stock Consideration, as applicable, payable to Accredited Investors.
No vote of holders of the shares of Acquiror Common Stock is necessary or required to approve the issuance of shares of Acquiror Common Stock as contemplated by this Agreement, including for Stock Consideration and Milestone Stock Consideration, under any Law, the certificate of incorporation and bylaws of Acquiror or the rules and regulations of Nasdaq.

More Definitions of Milestone Stock Consideration

Milestone Stock Consideration means a number of shares of Acquiror Common Stock, rounded down to the nearest whole share, equal to the quotient obtained by dividing (a) $100,000,000 by (b) the volume weighted average of the trading prices of the shares of Acquiror Common Stock on Nasdaq (as reported by Bloomberg, or, if not reported thereby, any other authoritative source), for the twenty trading days ending with, and including, the trading day that is two days immediately prior to the occurrence of the Milestone Event.

Milestone Stock Consideration means that number of whole shares of Parent Common Stock equal to the quotient of (A) an amount equal to the Milestone Stock Percentage multiplied by the FDA Milestone Consideration, divided by (B) the greater of (i) the average of the closing prices of Company Common Stock as reported on the NASDAQ Global Select Market for the ten (10) trading days ending on the date that is two (2) Business Days prior to the Milestone Achievement Date (the “Actual FDA Milestone Price”) or (ii) two dollars ($2.00) (the greater of such prices, the “Deemed FDA Milestone Price”), payable in validly issued, fully paid and non-assessable shares of Parent Common Stock. In determining the Deemed FDA Milestone Payment, the amount of two dollars ($2.00) will be adjusted, as necessary, to take into account stock splits or reverse stock splits or any dividends of stock or rights with respect to stock that are declared or made to holders of Parent Common Stock in the period between the last measurement date for the Upfront Signing Price and the last measurement date for the Actual FDA Milestone Price.

Milestone Stock Consideration means a number of shares of Parent capital stock equal to (i) the dollar value of the applicable Milestone Payment (subject to set-off in accordance with Section 1.15) divided by (ii) the applicable Milestone Stock Valuation for shares of such Parent capital stock.

Milestone Stock Consideration means a number of shares of a “shadow” series of Parent capital stock of the same type of capital stock that was issued to institutional investors in Parent’s most recent bona fide arms’ length equity financing transaction occurring prior to the applicable Milestone Trigger Event, equal to the applicable price per share paid for such Parent capital stock by such institutional investors in such equity financing, divided by the dollar value of the applicable Milestone Payment (subject to set off in accordance with Section 1.15) and such shares shall have a liquidation preference that is pari passu with the Parent Series A-1 Preferred Stock and shall have voting rights that are consistent with the Parent Series A-1 Preferred Stock (“Milestone Stock”); provided that if any Milestone Trigger Event occurs after a Parent IPO, Parent may satisfy the applicable Milestone Payment in the form of shares of Parent Common Stock valued using a per share volume weighted average price in respect of period from the scheduled opening of trading until the scheduled close of trading of the primary trading session for [***].