Milestone Stock Consideration definition
Examples of Milestone Stock Consideration in a sentence
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).
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.
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 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.
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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.
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If a Company Holder effects a transfer of shares of Closing Stock Consideration or Milestone Stock Consideration in accordance with this Section 2.10(b), Buyer shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Company Holder to effect such transfer.
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.