Examples of Milestone Merger Consideration in a sentence
A transfer of rights to receive any Milestone Merger Consideration other than pursuant to clause (i) or (ii) above, shall be made in whole and not in part.
For the avoidance of doubt, in the event all Damages for which the Parent Indemnitees are otherwise entitled to indemnification under this Section 10 exceed the Escrow Funds but no Milestone Merger Consideration ever becomes payable, then the Escrow Funds alone shall be the sole and exclusive remedy of the Parent Indemnitees.
Within thirty (30) days of the date, if any, when the Milestone is achieved, Parent shall deposit, or cause to be deposited, with the Exchange Agent, the Milestone Merger Consideration.
The parties also acknowledge and agree that if, after Parent’s or the Surviving Corporation’s determination that a Technical Failure or Commercial Failure has occurred with respect to all or a part of its program relating to the Technology, the Milestone is nonetheless achieved, the Company Stockholders shall be entitled to the Milestone Merger Consideration on the terms and conditions set forth in this Agreement.
A sufficient number of the Company Stockholders and holders of Company Options shall have executed and delivered to the Company Investor Questionnaires in the form set forth on Exhibit F to enable Parent to determine whether a portion of the Milestone Merger Consideration, if any, can be issued in the form of Parent Common Stock in an exchange that is exempt from registration pursuant to Regulation D under the Securities Act.
Parent may only elect to pay Milestone Merger Consideration in the form of Parent Common Stock so long as the aggregate number of shares of Parent Common Stock so payable as Milestone Merger Consideration does not exceed 19.9% of the issued and outstanding shares of Parent Common Stock on the date of execution of this Agreement by the parties hereto.
Parent shall also use commercially reasonable efforts to maintain its existing listing on Nasdaq and promptly following the issuance by Parent of any Parent Common Stock as Milestone Merger Consideration shall file with Nasdaq a Notification Form for Listing of Additional Shares with respect to the shares of Parent Common Stock issued as Milestone Merger Consideration.
For the avoidance of doubt, Purchaser shall not be required to provide any notification of any intent to withhold for tax purposes any portion of any Milestone Merger Consideration, Royalty Payments or other contingent consideration.