Subsequent Merger Consideration definition

Subsequent Merger Consideration means the sum of the First Milestone Payment Amount, the Second Milestone Payment Amount the Third Milestone Payment Amount, and the Royalties.

Subsequent Merger Consideration means the sum of the First MAA Subsequent Payment Amount, the First NDA Subsequent Payment Amount, the Second MAA Subsequent Payment Amount and the Second NDA Subsequent Payment Amount.

Subsequent Merger Consideration has the meaning set forth in Section 3.1(b).

Examples of Subsequent Merger Consideration in a sentence

• Notwithstanding the foregoing, none of the Surviving Corporation or Parent shall be liable to any holder of a Certificate for Subsequent Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

• Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive the consideration outlined in Section 2.02(b) and any Subsequent Merger Consideration Payments in accordance with Section 2.03, as and when it becomes payable pursuant to this Agreement.

• Subsequent Merger Consideration may be distributed with respect to ACCESS Product(s) involved in the public offering based on subsequent development of such ACCESS Product(s).

• Additionally, from time to time after the Effective Time, as and when any amounts of Subsequent Merger Consideration shall become payable pursuant to this Agreement, holders of Stock Options outstanding immediately prior to the Effective Time shall be entitled to receive a pro rata portion of such Subsequent Merger Consideration based on the Percentage Interest represented by such Stock Options.

• In the alternative, Wells Fargo moves to strike 23 statements and paragraphs as inadmissible hearsay, lacking in personal knowledge, a “sham” because the statements contradict Schultz’s declaration, prejudicial, or irrelevant.

• Additionally, from time to time after the Effective Time, as and when any amounts of Subsequent Merger Consideration shall become payable pursuant to this Agreement, holders of Warrants outstanding immediately prior to the Effective Time shall be entitled to receive a pro rata portion of such Subsequent Merger Consideration based on the Percentage Interest represented by such Warrants.

• The Escrow Amounts shall be the sole sources for the satisfaction of any reduction in the Subsequent Merger Consideration as a result of any adjustment thereto pursuant to Section 3.5 of the Merger Agreement and the Indemnity Escrow Amount shall be the sole source for the satisfaction of any indemnification obligations to Buyer Indemnified Parties under Article XI of the Merger Agreement, subject to the limitations, and in the manner provided, in this Agreement and the Merger Agreement.

• For purposes of this Agreement, “Registrable Shares” shall mean the shares of Acquiror Common Stock issued in the Merger and that number of shares issuable in satisfaction of the Subsequent Merger Consideration which, at the time the Registration Statement (as defined below) becomes effective, is reasonably expected, in the sole discretion of Acquiror, to be offered and sold within two years from the initial effective date of the Registration Statement.

• If the Subsequent Merger Consideration is paid in Acquiror Common Stock, then the aggregate number of shares of Acquiror Common Stock to be issued as Subsequent Merger Consideration will equal the amount of the respective consideration divided by the average of the last reported sales prices of Acquiror Common Stock for the 15 trading days ending three days prior to the anniversary for which such payment is due.

• Subsequent Merger Consideration may be distributed with respect to ACCESS Product(s) involved in the strategic alliance, corporate partnership or other disposition based on subsequent development of such ACCESS Product(s) by any Keryx Entity, ACCESS Entity, corporate or strategic partner or purchaser of such ACCESS Product.

More Definitions of Subsequent Merger Consideration

Subsequent Merger Consideration means the initial Escrow Amount pursuant to Section 2.9(a), as such amount may be reduced through distributions of the Escrow Amount pursuant to Sections 2.9(b), 2.9(c), 2.9(d), 2.9(e), 9.2(a) and 9.5(c), or increased by virtue of interest or other income earned from the investment of the Escrow Amount pursuant to Section 2.9(a).