Trailing Consideration definition

Trailing Consideration means any payments due for any deferred or contingent consideration payable to Licensee or its security holders including, without limitation, any post-closing milestone payment, escrow or holdback of consideration.
Sample 1Sample 2Sample 3
Trailing Consideration shall have the meaning set forth in Section 3.1.3.
Sample 1Sample 2Sample 3
Trailing Consideration means any payments due for any deferred or contingent consideration payable to Licensee or its security holders including, without limitation, any post-closing milestone payment, escrow amount or holdback of consideration. Any Trailing Consideration shall be payable within thirty (30) days after the actual receipt of such Trailing Consideration by the Licensee or its security holders. For purposes of clarification, payment of the Merger, Stock Sale or Asset Sale milestone payment shall be in priority and preference to payment to any holders of equity securities of the Licensee. The fair market value of any securities or other property shall be determined by reference to the operative transaction agreement for a respective Merger, Stock Sale or Asset Sale, provided that, if no such valuation is readily determinable from such operative transaction agreement or in the event of a Payment Election, then for securities for which there is an active public market:
Sample 1Sample 2Sample 3

Examples of Trailing Consideration in a sentence

  • The respective fees, when and if payable, shall be paid upon closing of the event; except for Trailing Consideration which shall be payable within thirty (30) days after the actual receipt of such Trailing Consideration by the Licensee or its security holders.

  • After the Effective Date, in lieu of a license issue fee, Licensee will pay University a fee equal to one percent (1.0%) for either the (i) Aggregate Consideration (and Trailing Consideration, if any) for a Liquidation Event or (ii) Pre- Money Valuation for an Initial Public Offering.

  • Institute Affiliate Member: The annual dues for an Institute Affiliate member shall be paid through their NAR Institute, Society or Council in which they are a member.

  • The respective fee, when and if payable, shall be paid within thirty (30) days following the closing of the Liquidation Event; except with respect to any fee based on Trailing Consideration which shall be payable within thirty (30) days after the actual receipt of such Trailing Consideration by Licensee or its security or ownership unit holders.

  • After the Effective Date, Licensee will pay UIRF a fee equal to one percent (1%) of either the: (i) Aggregate Consideration (and Trailing Consideration, if any) for a Liquidation Event; or (ii) Pre-Money Valuation for an Initial Public Offering.

  • After the Effective Date, in lieu of a license issue fee, Licensee will pay University a fee equal to three-quarters of one percent (0.75%) for either the (i) Aggregate Consideration (and Trailing Consideration, if any) for a Liquidation Event or (ii) Pre-Money Valuation for an Initial Public Offering.

  • In lieu of a license issue fee, Licensee will pay UMBC a fee equal to three-­‐quarters of one percent (0.75%) for either the (i) Aggregate Consideration (and Trailing Consideration, if any) for a Liquidation Event or (ii) Pre-­‐Money Valuation for an Initial Public Offering.

  • Applications of this formula to adjust Quarterly Payouts of Trailing Consideration are described in Exhibit E.

  • The payment required pursuant to this Paragraph 4.6 shall be a one-time payment obligation (provided, any Trailing Consideration may occur pursuant to one or more payments in accordance with the terms of this Paragraph 4.6).

  • QuikFlo must also pay UTI a fee equal to two percent (2%) of either the; (i) QuikFlo Aggregate Consideration (and QuikFlo Trailing Consideration, if any) for a Liquidation Event; or (ii) QuikFlo Pre- Money Valuation for a QuikFlo IPO.


More Definitions of Trailing Consideration

Trailing Consideration means any payments due for any deferred or contingent consideration payable to Licensee including, without limitation, any post-closing milestone payment, escrow or holdback of consideration.
Sample 1Sample 2
Trailing Consideration means any payments due for any deferred or contingent consideration payable to Licensee or its security holders including, without limitation, any post-closing milestone payment, escrow amount or holdback of consideration. Any Trailing Consideration shall be payable within thirty (30) days after the actual receipt of such Trailing Consideration by the Licensee or its security holders.
Sample 1Sample 2
Trailing Consideration means any deferred or contingent consideration payable to Licensee or holders of the securities or ownership units of Licensee including, without limitation, any post-closing milestone payment, escrow or holdback of consideration.
Sample 1Sample 2
Trailing Consideration is defined in Article 7.3(e);
Sample 1

Related to Trailing Consideration

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.