Milestone 2 Contingent Stock Consideration Condition Precedent definition

Milestone 2 Contingent Stock Consideration Condition Precedent means, after the Closing Date, and as a condition precedent to the Parent’s obligation to deliver the Milestone 2 Contingent Stock Consideration, as set forth herein, the first time Parent or one of its Affiliates files an investigational new drug application with the U.S. Food & Drug Administration (“FDA”) in connection with a development program utilizing CBD as the active pharmaceutical ingredient (a “CBD Drug Product”).
Sample 1

Related to Milestone 2 Contingent Stock Consideration Condition Precedent

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • 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.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Additional Accelerated Purchase Share Amount means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the proviso in the second sentence of Section 2(c) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Additional Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Additional Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase.

  • Additional Accelerated Purchase Share Percentage means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, thirty percent (30%).

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

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Delta Payment means as it is described in this Agreement.