Payment of Milestone Consideration Sample Clauses

Payment of Milestone Consideration. (a) Within ninety (90) calendar days of the end of each of the calendar years ending December 31, 2015, 2016 and 2017 (each a “Milestone Period”), Parent shall provide a report of Cumulative Cash Sales for each such year, including, without limitation and on a country-by-country basis, the Cumulative Cash Sales of the Company Products sold (and, if applicable, the Cumulative Cash Sales resulting from the sale of […***…] Products […***…]) and the exchange rates used. When conversion of payments from any foreign currency is ***Confidential Treatment Requested required in order to calculate the Cumulative Cash Sales of the Company Products and Combination Products, such conversion shall be at the exchange rate used by Parent throughout its accounting system during the calendar quarter for which the revenue from such sale is recognized in accordance with applicable accounting rules. The Securityholders’ Representative hereby agrees to maintain in strictest confidence all information included in any reports it receives pursuant to this Section 2.13(a).
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Payment of Milestone Consideration. Within fifteen (15) Business Days following the occurrence of a Milestone Event (subject to the last sentence of subsection (iv) of the definition of “Milestone Consideration Shares”), the Purchaser shall deliver (or cause Purchaser’s Transfer Agent to deliver) to the Shareholders, in such amounts directed by and otherwise upon the written instructions of the Representative, such Milestone Consideration as shall apply with respect to such Milestone Event. In addition, upon the occurrence of the Commercial Milestone Event, the Purchaser shall, within fifteen (15) days of receipt of the upfront cash payment associated with such Commercial Milestone Event, pay the Commercial Milestone Consideration to the Shareholders in accordance with the written instructions of the Representative.
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Payment of Milestone Consideration. 5 Section 1.6 Tax Consequences. 5 Article 2 Representations and Warranties of the Company 6 Section 2.1 Organization and Power. 6 Section 2.2 Capitalization; Subsidiaries. 6 Section 2.3 Authorization. 7 Section 2.4 Noncontravention. 7 Section 2.5 Financial Statements. 8 Section 2.6 Absence of Certain Changes. 8 Section 2.7 Absence of Litigation. 8
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Payment of Milestone Consideration. Within thirty (30) days following the occurrence of a Milestone Event, subject to the prior fulfilment by a Securityholder of such Person’s obligations pursuant to Section 1.2(b) (Securityholder Deliveries) and subject to the other terms of this Agreement, the Purchaser shall deliver (or cause Purchaser’s Transfer Agent to deliver) to the Securityholders, in such amounts directed by and otherwise upon the written instructions of the Representative, the Milestone Consideration as shall apply with respect to the Milestone Event minus Company Expenses payable in connection therewith, payable in cash and/or shares of Purchaser Common Stock (based on the applicable Deemed Share Value). Solely to the extent each of the Milestone Events shall not have occurred as of immediately prior to the Sale of the Purchaser, then subject to the prior fulfilment by a Securityholder of such Person’s obligations pursuant to Section 1.2(b) (Securityholder Deliveries) and subject to the other terms of this Agreement, (a) if none of the Milestone Events shall have occurred and both a Sale of the Purchaser shall be consummated prior to the ten (10) year anniversary of the Closing Date and a Sale of the Purchaser shall not otherwise have been consummated subsequent to the Closing Date, then (i) the First Milestone Event shall be deemed to have occurred as of immediately prior to the Sale of the Purchaser (notwithstanding that such Sale may be consummated subsequent to the five (5) year anniversary hereof) and (ii) the Purchaser shall be obligated as of immediately prior to the Sale of the Purchaser to make an additional payment hereunder of $5,000,000 minus any Company Expenses payable in connection therewith, payable in cash and/or shares of Purchaser Common Stock (based on the applicable Deemed Share Value); (b) if the First Milestone Event (but not the Second Milestone Event) shall have occurred, and both a Sale of the Purchaser shall be consummated prior to the ten (10) year anniversary of the Closing and a Sale of the Purchaser shall not otherwise have been consummated subsequent to the Closing Date, then (i) the Second Milestone Event shall be deemed to have occurred as of immediately prior to the Sale of the Purchaser and (ii) the Purchaser shall be obligated as of immediately prior to the Sale of the Purchaser to make an additional payment hereunder of $5,000,000 minus any Company Expenses payable in connection therewith, payable in cash and/or shares of Purchaser Common Sto...
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Payment of Milestone Consideration. As soon as practicable after the achievement of a Milestone, USSC shall make available to the Exchange Agent, through such reasonable procedures as USSC may adopt, the applicable Milestone Consideration payable to the Shareholders pursuant to Section 2.07(a) above. The provisions of Sections 2.05(d) (Fractional Shares) and 2.06(g) (Transfer Rights in the USSC Common Stock) shall apply to each distribution of USSC Common Stock constituting the Aggregate Milestone USSC Stock with respect to a Milestone. Unless and until (i) the Merger shall become effective on the Effective Date in accordance with this Agreement and the Plan of Merger, (ii) the PAS Capital Stock is tendered in accordance with Section 2.06 above, and (iii) a Milestone has been achieved by USSC or PAS and stock issued, as the case may be, none of the Shareholders or optionholders shall have or be entitled to exercise any of the rights, preferences or privileges pertaining to any shares of USSC Common Stock constituting the Aggregate Milestone USSC Stock with respect to such Milestone, nor any dividends or other distribution which may be paid or payable on or after the date hereof with respect to the USSC Common stock constituting the Aggregate Milestone USSC Stock with respect to such Milestone.
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Payment of Milestone Consideration. As soon as practicable after the achievement of a Milestone, USSC shall make available to the Exchange Agent, through such reasonable procedures as USSC may adopt, the applicable Milestone Consideration payable to the Shareholders pursuant to Section 2.07(a) above. The provisions of Sections 2.05(d) (Fractional
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Payment of Milestone Consideration 
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Related to Payment of Milestone Consideration

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Milestone Payment Within thirty (30) days following the first Patent Issuance, Eton shall give written notice to Imprimis and shall pay to Imprimis a non-refundable and noncreditable payment of fifty thousand dollars ($50,000).

  • Milestone An event associated with a specific date, for which a payment will be due, as set out in the Payment Schedule of any Project Agreement.

  • Milestone Event Milestone Payment [***] [***]

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Sales Milestone Payments Licensee shall notify MTI of any Calendar Year in which annual Net Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

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