Second Milestone Consideration definition

Second Milestone Consideration means the amount of $5,000,000 payable either in cash or Parent Capital Stock as determined pursuant to Section 2.08. “Second Milestone Date” means the date on which the Second Milestone is achieved.
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Second Milestone Consideration means the amount of $5,000,000 payable either in cash or Parent Capital Stock as determined pursuant to Section 2.08.
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Second Milestone Consideration has the meaning set forth in Section 3.1(b) of the Agreement.
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Examples of Second Milestone Consideration in a sentence

  • Except to the extent Section 2.08(h) applies, the aggregate number of shares of Parent Common Stock issuable in respect of the Second Milestone Consideration or Third Milestone Consideration will be calculated by dividing the dollar value of such aggregate payment by the applicable price per share of Parent Common Stock described in Section 2.08(b) or Section 2.08(c).

  • The foregoing Section 2.08(d) notwithstanding, to the extent the Parent Stockholder Approval has been obtained as of the date of the Second Milestone Notice or Third Milestone Notice, to the extent Parent is required to issue any Parent Capital Stock in respect of the Second Milestone Consideration or Third Milestone Consideration, such Parent Capital Stock will consist of Parent Common Stock, except as set forth in Section 2.08(h).

  • The aggregate number of shares of Parent Preferred Stock issuable in respect of the Second Milestone Consideration or Third Milestone Consideration will be calculated by dividing the dollar value of such aggregate payment by the applicable price per share of Parent Common Stock described in Section 2.08(b) or Section 2.08(c), divided by the Conversion Ratio.

  • The price per share of any Parent Capital Stock issuable in respect of the Second Milestone Consideration will be calculated based on the volume weighted average price per share for the twenty (20) Trading Day period beginning on and including the first full Trading Day that is ten (10) Trading Days prior to the date on which Parent issues a press release announcing the Second Milestone.

  • Within five (5) days after receipt of the Securityholders’ Representative’s written instructions and subject to Section 2.08(f), Parent shall pay to the Securityholders the Second Milestone Consideration in accordance with such written instructions either in cash pursuant to Section 2.08(e), or by issuing Parent Capital Stock.

  • Within fifteen (15) days after the delivery of the Second Milestone Notice, the Securityholders’ Representative shall instruct Parent in writing to pay the Second Milestone Consideration either in cash or in Parent Capital Stock.

  • If the Securityholders’ Representative does not deliver written instructions to Parent within the fifteen (15)-day time period, then Parent, at its discretion but subject to Section 2.08(f), may elect to pay the Second Milestone Consideration either in cash pursuant to Section 2.08(e) or by issuing Parent Capital Stock.


More Definitions of Second Milestone Consideration

Second Milestone Consideration means $500,000 in cash.
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Second Milestone Consideration means US$[***] aggregate principal amount of Purchaser Stock issued as fully paid at the Purchaser Stock Price measured as of the date of the event triggering the issuance of such shares of Purchaser Stock;
Sample 1

Related to Second Milestone Consideration

  • Earnout Amount has the meaning provided in Section 2.9(b).

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

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

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Milestone 2 means achievement of annual Net Sales of at least $35,000,000 during any Calendar Year ending on or before December 31, 2024.

  • Milestone 1 means achievement of annual Net Sales of at least $20,000,000 during the Calendar Year ending on December 31, 2021.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • 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.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Milestone Date means the date set against the relevant Milestone in the Implementation Plan;

  • Sales Milestone Payment shall have the meaning set forth in Section 8.4.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Milestone Payment has the meaning set forth in Section 4.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Milestone Payment Date has the meaning set forth in Section 2.4(a).

  • 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.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • 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.

  • Development Milestone Payment shall have the meaning set forth in Section 9.2(a).

  • Milestone means an event or task described in the Implementation Plan which must be completed by the corresponding date set out in such plan;

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

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

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

  • Share Consideration has the meaning given to it in Section 2.2;