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 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).

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.

Examples of Subsequent Merger Consideration in a sentence

• No interest (other than any interest on the Escrow Fund) will be paid or will accrue on such portion of the initial Merger consideration payable pursuant to Section 2.02(c) or any Subsequent Merger Consideration Payments payable to any such holder of such Options.

• If any portion of the Subsequent Merger Consideration is paid in cash then the amount of such payment shall be grossed up by an amount equal to the applicable federal and state capital gains taxes due; provide, however that in no event will the aggregate amount of all cash payments to the Former Target Shareholders hereunder exceed $1,250,000 and any amounts in excess of $1,250,000 shall be paid in Acquiror Common Stock.

• Except that ITP and the Surviving Corporation may assign the benefits of this Agreement to the Agent, this Agreement and the rights and obligations of the parties hereunder (including, but not limited to, the right to receive the Subsequent Merger Consideration) may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, the permitted successors of ITP, and the heirs and legal representatives of the NAMED STOCKHOLDERS.

• Such right to receive Subsequent Merger Consideration shall not be transferable except by will or the laws of descent and distribution.

• Except that ITP and the Surviving Corporation may assign the benefits of this Agreement to the Agent, this Agreement and the rights of the parties hereunder (including, but not limited to, the right to receive the Subsequent Merger Consideration) may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, the successors of ITP, and the heirs and legal representatives of the STOCKHOLDERS.

• From and after the Effective Time, each Option shall no longer represent the right to acquire Common Stock and shall represent for all purposes only the right to receive the consideration outlined in Section 2.02(c) and any Subsequent Merger Consideration Payments in accordance with Section 2.03, as and when it becomes payable pursuant to this Agreement.

• 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.

• No interest shall be paid or accrued for the benefit of holders of the Certificates on the Subsequent Merger Consideration payable upon the surrender of the Certificates.

• Upon surrender to the Surviving Corporation of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Subsequent Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be canceled.

• 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.

More Definitions of Subsequent Merger Consideration

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