Per Share Milestone Consideration definition

Per Share Milestone Consideration means, with respect to a share of Company Preferred Stock or Company Common Stock (other than shares to be canceled pursuant to Section 2.6(c)), as applicable, the portion of the applicable Milestone Consideration payable with respect to such share, assuming that all Company Options, Company Warrants and Company Convertible Notes have been converted or exercised into the number of shares of Company Capital Stock underlying or subject to such Company Options, Company Warrants and/or Company Convertible Notes, as the case may be, immediately prior to Closing and assuming that there are no Dissenting Shares, as calculated in accordance with the Company Charter, applicable Legal Requirements and the terms of this Agreement and as set forth on the Payment Schedule delivered by the Securityholders’ Representative prior to the payment of the applicable Milestone Consideration in accordance with Section 6.11.

Per Share Milestone Consideration means (a) the applicable Net Milestone Payment divided by (b) the Average Closing Buyer Stock Price as of Milestone Achievement Date divided by (c) the Fully Diluted Shares.

Per Share Milestone Consideration means the Milestone Consideration, divided by the Closing Company Share Number.

Examples of Per Share Milestone Consideration in a sentence

• The right of any Participating Securityholder to receive any Per Share Milestone Consideration (i) shall not be evidenced by a certificate or other instrument, (ii) shall not be assignable or otherwise transferable by such Participating Securityholder other than by will, upon death or by operation of Law and (iii) does not represent any right other than the right to receive the Per Share Milestone Consideration pursuant to this Agreement.

• Within five (5) Business Days following the delivery of a Milestone Achievement Notice, Buyer shall cause its transfer agent to issue the Milestone Shares from Buyer’s authorized and unissued shares of Buyer Common Stock representing (i) the Per Share Milestone Consideration to the Securityholders and (ii) the applicable Chestnut Milestone Payment Amount to Chestnut, as set forth in the Consideration Spreadsheet.

• Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any Excluded Shares or Dissenting Shares) shall automatically be cancelled, extinguished and converted into and represent the right to receive the Per Share Closing Consideration, the Per Share Milestone Consideration for each Milestone Event, and the Per Share Royalty Consideration, in each case subject to adjustment as set forth in S ection 3.1(a)(v) and S ection 3.1(a)(vi).

• Notwithstanding anything in this Agreement to the contrary, none of the Per Share Upfront Merger Consideration, Future Payments or the Per Share Milestone Consideration or any other consideration payable hereunder shall be reduced for the same item more than once.

More Definitions of Per Share Milestone Consideration

Per Share Milestone Consideration means (a) an amount in cash equal to (x) the Milestone Cash Payment, divided by (y) the Fully Diluted Shares Number and (b) a number of shares of Acquiror Common Stock equal to (x) the Milestone Stock Consideration, divided by (y) the Fully Diluted Shares Number.

Per Share Milestone Consideration means the quotient of (i) the Milestone Consideration, divided by (ii) the Fully Diluted Shares of Company Class A Stock.

Per Share Milestone Consideration means, with respect to each Milestone, the quotient of (i) a number of Milestone Shares equal to 76.5% of the Milestone Shares payable in respect of such Milestone when achieved, divided by (ii) the Fully Diluted Shares of Company Stock.

Per Share Milestone Consideration means (A) the Per Share Market Expansion Milestone Consideration and (B) the Per Share Placement Milestone Consideration.

Per Share Milestone Consideration shall have the meaning set forth in Section 1.9(f)(xii) (Milestone Consideration).

Per Share Milestone Consideration means, for each particular share of Series D Convertible Preferred Stock or Series E Convertible Preferred Stock outstanding immediately prior to the Effective Time, the product of (i) the sum of all applicable Milestone Payment Amounts (less applicable Bonus Deduction Amounts) multiplied by (ii) the applicable Preference Percentage of such share.

Per Share Milestone Consideration means the quotient of (a) the amount of the applicable Milestone Payment (less any portion thereof paid to a third party pursuant to Section 2.12(i)), divided by (b) the Closing Company Share Number.