Milestone 4 Contingent Stock Consideration Condition Precedent definition

Milestone 4 Contingent Stock Consideration Condition Precedent means, after the Closing Date, and as a condition precedent to the Parent’s obligation to deliver the Milestone 4 Contingent Stock Consideration, as set forth herein, the first time Parent or one of its Affiliates commences a Phase II clinical trial as authorized by the FDA for a CBD Drug Product.
Sample 1

Related to Milestone 4 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).

  • 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.

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

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

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Next Equity Financing means the next 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)).

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • 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).

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).