Consideration Agreement definition
Examples of Consideration Agreement in a sentence
Buyer shall pay Seller an amount equal to [****] percent ([****]%) of all Qualified Consideration received pursuant to any Qualified Consideration Agreement; provided that if Buyer or its Affiliates enter into the Qualified Consideration Agreement after the Completion of the first Phase III Clinical Trial for a Product, then all such amounts paid to Seller shall be creditable against future milestones related to the applicable Product which are due to Seller in accordance with Section 3.2 or Section 3.4.
If Royal Gold shall elect to acquire Additional RGI Interests, High River shall (a) cause Somita to deliver to Royal Gold assignments of additional production payments, in form and substance the same as the Original Production Payments, but in an amount calculated as set forth below, and (b) shall execute and deliver to Royal Gold a Consideration Agreement in the form of Exhibit B attached hereto agreeing to pay Royal Gold amounts calculated as set forth below.
To the knowledge of the Company, no other state Takeover Statute or similar statute or regulation applies to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement or the Contingent Cash Consideration Agreement and the transactions contemplated thereby.
Such resolutions are sufficient to render the provisions of Section 203 of the DGCL inapplicable to this Agreement and the Contingent Cash Consideration Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement.
As additional mutual consideration for the Non-Timber Assets Parent and Holdings shall, at Closing, enter into the Additional Consideration Agreement in form and substance substantially similar to the form attached as Schedule 3.5.
If Parent, Holdings and the Company agree to a Merger Consideration Adjustment, then they shall execute a written agreement to such effect (the "Merger Consideration Agreement") setting forth the amount of the Merger Consideration Adjustment they have agreed to.
In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Additional Consideration Agreement, the provisions of this Amendment shall govern.
This Amendment constitutes an integral part of the Additional Consideration Agreement.
Specifically, the Prospect Parties and PGRX agree to provide to Secured Party such access, water rights and permits as are under the Prospect Parties’ or PGRX’s then current control or ownership and that are necessary for the Secured Party to mine and produce Authorized Minerals (as defined in the Additional Consideration Agreement) from the AWP Area (as defined in the Additional Consideration Agreement) as contemplated by the Parties in the business plans and projections of AWP as of the date hereof.
Upon the effectiveness of this Amendment, each reference in the Additional Consideration Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Additional Consideration Agreement, shall mean and be a reference to the Additional Consideration Agreement as amended hereby.