Upfront Shares definition

Upfront Shares has the meaning set forth in Section 8.1.

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Upfront Shares means 125,000 Shares.

Upfront Shares means [___________] Shares.

Examples of Upfront Shares in a sentence

• In the event that a Series B Financing has not occurred prior to December 31, 2017, LICENSEE shall issue to NOVARTIS, no later than January 15, 2018, the number of shares of Series A Preferred Stock equal to the number of Upfront Shares issued pursuant to Section 5.1.1 (in either case, such shares are referred to as “Subsequent Shares”); provided, however, [***].

• The Upfront Payment Amount (or the Upfront Shares in lieu of the Upfront Payment Amount, if applicable) shall be non-refundable and shall not be creditable.

• The Parties acknowledge and agree that the $15 million paid to Verily or Verily Upfront Shares issued directly to Verily under this Section 8.1 are attributable to a buyout of the First Product milestone described in Section 8.2.1 of the Original Agreement.

• In connection with the issuance of the Upfront Shares, NOVARTIS shall become a party to all other agreements to which other holders of the Series A Preferred Stock have become parties in connection with their purchase of Series A Preferred Stock together with such other customary documents as LICENSEE may reasonably request, [***].

• The Upfront Payment Amount shall be paid as follows, at the direction of Verily: (1) $15 million (or six percent (6%) of Upfront Shares, which shall be “Verily Upfront Shares”), to Verily and (2) $235 million (or ninety four percent (94%) of Upfront Shares) to Onduo and shall be issued pursuant to the Stock Purchase Agreement (as defined below).

• Ocuphire, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Upfront Shares, and has so evaluated the merits and risks of such investment.

• TGTX becomes obligated on the Effective Date to pay Licensor the Upfront Shares in partial consideration of the rights granted to Company under this Agreement.

• Coronado shall deliver to Licensor a stock certificate representing the Upfront Shares on the Effective Date or within five business days thereafter.

• The Company shall retain the certificates evidencing the Upfront Shares of the Lenders until the potential forfeiture provisions set forth in Section 1.4 have lapsed.

• Notwithstanding the foregoing, in lieu of the Upfront Shares, Coronado may pay US$500,000 in cash.

More Definitions of Upfront Shares

Upfront Shares. For each Transaction, as set forth in the corresponding Supplemental Confirmation. Upfront Share Delivery Date: Hedging Initiation Date Initial Share Delivery: MLI shall deliver a number of Shares equal to 100% of the Minimum Shares minus any Upfront Shares to Counterparty on the Initial Share Delivery Date. Initial Share Delivery Date: One (1) Exchange Business Day following the Hedging Completion Date. The Initial Share Delivery Date shall be deemed to be a “Settlement Date” for purposes of Section 9.4 of the Equity Definitions. Valuation:

Upfront Shares shall equal the number of whole shares, rounded up, determined by dividing (i) $2,737,500 less (1) an amount in cash equal to the Transaction Expenses, (2) an amount in cash equal to the Upfront Bonus Pool, (3) an amount in cash equal to the Upfront ▇▇▇▇▇ Fee, and (4) an amount in cash equal to the aggregate outstanding principal and accrued interest outstanding on financing instruments by and between Seller and Buyer as of the Closing, less those liabilities set forth on SCHEDULE 1 (such net number, the “Upfront Amount”) by (ii) $9.68.

Upfront Shares means 1,313,127 shares of Buyer Common Stock and 63,743 shares of Buyer Series B Preferred Stock.

Upfront Shares has the meaning given in clause 11.4(e)(1). Warranties the representations and warranties in Schedule 2.

Upfront Shares has the meaning set forth in Section 4.1.