Milestone Payment Amount definition
Milestone Payment Amount means, for a given Holder, the product of (a) the Milestone Payment and (b) the number of CVRs held by such Holder as reflected on the CVR Register as of the close of business on the date of the Milestone Notice.
Milestone Payment Amount has the meaning given to such term in the CVR Agreement.
Milestone Payment Amount has the meaning set forth in Section 2.3(a).
Examples of Milestone Payment Amount in a sentence
If any Milestone Payment Amount has not been paid immediately prior to the date on which such Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Body, any such Milestone Payment Amount will, to the extent permitted by applicable Legal Requirement, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.
Parent will pay through the Surviving Corporation’s or another of its Affiliates’ payroll system, payroll provider or standard accounts payable procedure, as applicable, for payment to the Holders of Equity Award CVRs the amount necessary to pay any applicable Milestone Payment Amount to each Holder of an Equity Award CVR (less applicable Tax withholdings and other authorized deductions) within five (5) Business Days of the Milestone Payment Date, subject to Section 2.4(b).
Notwithstanding the foregoing or anything herein to the contrary, in no event shall Parent be required to pay any Milestone Payment Amount (a) more than once or (b) if the Milestone is not achieved on or prior to the Milestone Expiration Date.
More Definitions of Milestone Payment Amount
Milestone Payment Amount means if, as of the Regulatory Approval Payment Target Date, (1) neither FDA Preferred Product Label Approval, nor EMA Preferred Product Label Approval has been obtained, (a) $1.50 if the Four Hundred Million Dollar Sales Target is achieved and (b) an additional $1.25 if the Eight Hundred Million Dollar Sales Target is achieved, (2) EMA Preferred Product Label Approval has been obtained, but FDA Preferred Product Label Approval has not been obtained, (a) $0.50 if the Four Hundred Million Dollar Sales Target is achieved and (b) an additional $1.25 if the Eight Hundred Million Dollar Sales Target is achieved, and (3) FDA Preferred Product Label Approval has been obtained, but EMA Preferred Product Label Approval has not been obtained, $1.00 if the Eight Hundred Million Dollar Sales Target is achieved. For reference only, a summary of potential Milestone Payment Amounts has been attached as Appendix A to this Agreement.
Milestone Payment Amount means, for a given Holder, an amount equal to (a) the product of (i) the applicable Milestone Payment and (ii) the number of CVRs that are not in respect of an Out of the Money Option or an Out of the Money Company Warrant held by such Holder as of immediately prior to the Effective Time (if any) as reflected on the CVR Register as of the close of business on the applicable Milestone Notice Date, (b) in respect of an Out of the Money Option held by such Holder as of immediately prior to the Effective Time (if any), as reflected on the CVR Register as of the close of business on the applicable Milestone Notice Date, the product of (i) the number of CVRs that are in respect of such Out of the Money Option and (ii) the amount, if any, by which (A) the Closing Amount (which, for clarity, includes the Closing Amount even though such amount was not paid with respect to such Out of the Money Option) plus the applicable Milestone Payment plus any other Milestone Payment that previously became due and payable under this Agreement (which, for clarity, includes such Milestone Payments even if such amount was not paid with respect to such Out of the Money Option) exceeds (B) the exercise price per share with respect to such Out of the Money Option plus the amounts, if any, paid to such Holder with respect to such CVR in respect of any Milestone Payments that previously became due and payable under the terms of this Agreement, and (c) in respect of an Out of the Money Company Warrant held by such Holder as of immediately prior to the Effective Time (if any), as reflected on the CVR Register as of the close of business on the applicable Milestone Notice Date, the product of (i) the number of CVRs that are in respect of such Out of the Money Company Warrant and (ii) the amount, if any, by which (X) the Closing Amount (which, for clarity, includes the Closing Amount even though such amount was not paid with respect to such Out of the Money Company Warrant) plus the applicable Milestone Payment plus any other Milestone Payment that previously became due and payable under this Agreement (which, for clarity, includes such Milestone Payments even if such amount was not paid with respect to such Out of the Money Company Warrant) exceeds (Y) the exercise price per share with respect to such Out of the Money Company Warrant plus the amounts, if any, paid to such Holder with respect to such CVR in respect of any Milestone Payments that previously became due and payable under the ...
Milestone Payment Amount means any of the First Milestone Payment Amount, the Second Milestone Payment Amount or the Third Milestone Payment Amount.
Milestone Payment Amount means, for a given Holder, with respect to the achievement of a Milestone (if at all), a one-time payment equal to the sum of (a) the product of (i) the Milestone Payment and (ii) the number of CVRs that are not in respect of an Out of the Money Option held by such Holder as reflected on the CVR Register as of 5:00 p.m., Eastern time, on the Milestone Notice Date, if any, and (b) the Out of the Money Option Consideration payable in respect of the CVRs held by such Holder in respect of an Out of the Money Option as reflected on the CVR Register as of 5:00 p.m., Eastern time, on the Milestone Notice Date, if any.
Milestone Payment Amount means, for a given Holder, with respect to the achievement of a Milestone during the CVR Term, a one-time payment equal to the product of (a) the applicable Milestone Payment for such Milestone and (b) the number of CVRs with respect to such Milestone held by such Holder as reflected on the CVR Register as of the close of business on the date of the Milestone Achievement Notice for such Milestone.
Milestone Payment Amount means the percentage of the Purchase Amount due to Seller from Purchaser as set forth in Section 6.1.2. Minimum Electrical Losses Guarantee. Shall have the meaning as set forth in Section 10.4.2. Net Cancellation Charge. Shall have the meaning as set forth in Section 5.4.1(b).
Milestone Payment Amount means, for a given Holder, the sum of (a) the product of (i) the applicable Milestone Payment and (ii) the number of CVRs that are not in respect of an Underwater Option held by such Holder as of immediately prior to the Effective Time (if any), as reflected on the CVR Register as of the close of business on the applicable Milestone Notice Date, and (b) in respect of each CVR received in respect of an Underwater Option held by such Holder as of immediately prior to the Effective Time (if any), as reflected on the CVR Register as of the close of business on the applicable Milestone Notice Date, the amount, if any, by which (A) the Cash Amount plus the applicable Milestone Payment plus any other Milestone Payment that previously became due and payable under this Agreement exceeds (B) the exercise price per share with respect to such Underwater Option plus the amounts, if any, paid to such Holder with respect to such CVR in respect of any Milestone Payments that previously became due and payable under the terms of this Agreement.