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.
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Trailing Consideration shall have the meaning set forth in Section 3.1.3.
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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:
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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.

  • Rights and obligations that by their nature prescribe continuing rights and obligations shall survive the termination and expiration of this Agreement, including but not limited to payment by Licensee of fees based on Aggregate Consideration and any Trailing Consideration as specified in Section 3.1 above.

  • 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.

  • If the Trailing Consideration is to be paid to Company’s successors, assigns, or security holders, then as a condition of this Agreement Company must ensure that the applicable individuals or entities agree in writing prior to the closing of the Liquidation Event (naming WiSys a third party beneficiary) to pay to WiSys the portion of the Commission relating to such Trailing Consideration as set forth herein.

  • The respective fees, when and if payable, shall be paid within thirty days of the closing of the event; except for Trailing Consideration, which shall be payable within thirty 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.

  • 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, 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.

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

  • 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.


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.
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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.
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Trailing Consideration is defined in Article 7.3(e);
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Related to Trailing Consideration

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • 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.