Third Contingent Payment definition
Examples of Third Contingent Payment in a sentence
Subject to Section 8.5, within fifteen (15) days following final determination of the timing of the Third Contingent Payment pursuant to Section 1.6(a), the Purchaser shall issue and deliver to the Company a number of shares of Purchaser Common Stock valued at one million two hundred thousand dollars ($1,200,000) in accordance with Section 1.7.
Upon the later of (a) the date of termination of the Earnout Period and (b) the date on which Buyer pays to Seller the First Contingent Payment, Second Contingent Payment, and Third Contingent Payment if such payment is required pursuant to Section 4.01, any and all restrictions on transfer of the Purchased Assets set forth in this Agreement shall become void and unenforceable.
The Purchaser shall make the Initial Payment, the First Contingent Payment and the Third Contingent Payment by issuing to the Company that number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (i) the amount of the respective payment by (ii) either the Reference Market Value on the date of the Option Exercise Notice, in the case of the Initial Payment, or the Reference Market Value on the date that the milestone is achieved, in the case of the Contingent Payments.
The Third Contingent Payment cannot be less than Zero Dollars and No Cents ($0.00).
Notwithstanding the foregoing, Buyer shall have the right to transfer all or a portion of its rights and assets related to the Product to a third party; provided that prior to or simultaneously with any such action Buyer shall have paid to Seller the First Contingent Payment, the Second Contingent Payment and the Third Contingent Payment.
If cumulative Opt-Out Costs and Indemnification Costs do not exceed Twenty-One Million Dollars and No Cents ($21,000,000) as of the Third Contingent Payment Determination Date, then the Third Contingent Payment due, if any, shall be determined pursuant to the table immediately above.
The First Contingent Payment, Second Contingent Payment and Third Contingent Payment shall be payable, subject to Section 8.3, within 30 days after the date that the Company has achieved the applicable Milestone set forth in Schedule 1.4 and Sellers’ Agent has provided written notice to Purchaser to such effect.
During the Earnout Period, Buyer shall not effect a Significant Asset Sale unless prior to or simultaneously with the consummation of such transaction Buyer shall have paid to Seller the First Contingent Payment, the Second Contingent Payment and the Third Contingent Payment.
Each share of Common Stock included in a Contingent Payment shall have a value equal to the average market closing price of the Common Stock, as listed on Nasdaq (or the market or exchange upon which the Common Stock is then listed), over the ten (10) trading days immediately preceding the last day of the measurement period used to calculate the First Contingent Payment, Second Contingent Payment or Third Contingent Payment, as the case may be.
Upon any such payments made pursuant to this Section 1.15(f), New Holdings, Holdings and the Company shall have no further obligations to make, and none of ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇ Subsidiaries or the Founding Stockholders shall have any right to receive, Contingent Payments under this Section 1.15 or any other provisions of this Agreement (including, without limitation, the Third Contingent Payment, the Fourth Contingent Payment or the Catch-Up Contingent Payment).