Option Consideration Statement definition
Option Consideration Statement has the meaning given in Schedule 5; “Option Completion” means the completion of the sale, purchase and payment of the Option Shares as described in Clause 9; “Option Period” means the time during which the Options are capable of exercise, as set out in Clause 3.1 and Clause 3.2, respectively; “Option Shares” means the First Option Shares and the Second Option Shares or any of them; “Option(s)” means the Put Options and the Call Options or either of them; “Party” means a Party to this Agreement; “Put Options” means the means the First Put Option and the Second Put Option; “R&D Tax Credits” means the research and development tax credits which are calculated in accordance with section 766C and section 766D TCA by reference to qualifying group expenditure on research and development as defined in section 766(1)(a) incurred by any Group Company on research and development activities prior to the date of this Agreement and which are paid to any Group Company by Irish Revenue Commissioners after the date of this Agreement; “R&D Receipts” means any cash amounts received by any Group Company in respect of the R&D Tax Credits following the date of this Agreement and solely to the extent that such R&D Tax Credits relate to qualifying expenditure (in accordance with Section 766 of the TCA) incurred by any Group Company on or prior to Completion; “Second Call Option” has the meaning given in Clause 2.2(b); “Second Option Consideration” means an amount equal to: [***]; “Second Option Shares” means [***]; “Second Put Option” has the meaning given in Clause 2.1(b); “Share Purchase Agreement” has the meaning given to it in the Background; “Sellers’ Representative” has the meaning given to that term in the Share Purchase Agreement; “Sellers’ Solicitors” means ▇▇▇▇▇▇ ▇▇▇ LLP of Connaught House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇; 4