Future Consideration definition

Future Consideration has the meaning set forth in Section 2.1 of the Agreement.
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Future Consideration means the Future Payments (as defined on Exhibit A) due to Company Stockholders upon the achievement of the Milestones (as defined in Exhibit A).
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Future Consideration has the meaning set forth in the Future Consideration Schedule.
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Examples of Future Consideration in a sentence

  • Future Consideration by the issuance of shares of Parent Common Stock if at the time of such issuance (i) there is in place an effective re-sale shelf registration statement covering any sale of such Parent Common Stock by the Stockholders and (ii) the Parent Common Stock is at the time listed on the Nasdaq Global Select Market or any comparable market or exchange and not subject to any pending delisting proceedings.

  • Notwithstanding the foregoing, in the event of a Change of Control of Parent during the eighteen (18) month period following the Closing, the Parent’s obligation to pay any unpaid Future Consideration shall accelerate and such Future Consideration shall be paid in full in cash upon the consummation of such Change of Control.

  • SciPlay Games irrevocably guarantees to the Sellers due and punctual payment of the Future Consideration and indemnification payments, if any, in accordance with the terms, and subject to the conditions, of this Agreement (the “Guaranteed Obligations”).

  • Payments of all amounts owing by the Indemnifying Party pursuant to Section 8(b)(iv) shall be made within sixty (60) days after the later of (D) the expiration of the 60- day Indemnity Notice period or (E) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement.

  • Both of those will be available for review by the CTC when we submit our Future Consideration of Funds at the time of our TCEP funds allocation for R/W.

  • If a holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall be converted into and represent solely the right to receive the Per Share Price, without any interest thereon, and a right to receive the Per Share Future Consideration, as provided in Section 4.1 hereof.

  • There is no guaranty or other assurance of any kind that any Future Consideration will be payable hereunder.

  • The Buyer will have sufficient cash on hand or other sources of immediately available funds to enable it to pay the Upfront Amount at the First Closing and the Future Consideration at the Remaining Closings.

  • The purchase price for the Remaining Transferred Equity Interests shall be the Future Consideration to be paid in accordance with and subject to the terms and conditions of Section 2.14.

  • The Parent shall first offset against the Future Consideration any amounts due to it pursuant to this ARTICLE VIII.

Related to Future Consideration

  • Share Consideration has the meaning given to it in Section 2.2;

  • 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.

  • Base Consideration has the meaning set forth in Section 2.2.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration is defined in Section 2.5(c).