Third Milestone Shares definition

Third Milestone Shares shall vest as follows:
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Third Milestone Shares means the shares of Common Stock issued as part of the Third Contingent Milestone Payment.
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Third Milestone Shares means up to the lesser of (a) 1,048,387 shares of Parent Common Stock and (b) 16.1% of the Aggregate Merger Consideration, as adjusted, the exact number of which shall be determined as set forth on Exhibit D. “To the knowledge of the Company”, or words of similar effect, means the actual knowledge of the executive officers of the Company, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry of appropriate employees and agents of the Company with respect to the matter in question. “To the knowledge of Parent”, or words of similar effect, means the actual knowledge of the executive officers of Parent, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry of appropriate employees and agents of Parent with respect to the matter in question. Other terms in the Agreement as defined in the following subsections: “Agreement” Preamble “Certificate of Merger” 2.3 “Closing” 2.2 “Closing Date” 2.2 “Code” Preamble “Common Stock Exchange Ratio” 2.7 (a) “Company” Preamble “Company Certificate(s)” 2.7 (d) “Company Disclosure Schedule” 3 “Company Employee Plans” 3.16 (a) “Company Intellectual Property” 3.20 (a) “Company Material Contracts” 3.9 (a) “Company Most Recent Balance Sheet” 3.6 “Company Most Recent Balance Sheet Date” 3.6 “Company Stipulated Expenses” 10.6 (b) “Compensated Person” 8.1 “Damages” 8.1 “Demand” 8.2 (a) “DGCL” Preamble “Disputed Claim” 8.2 (c) “Dissenting Shares” 2.11 (a) “Effective Time” 2.3 “Election to Defend” 8.2 (d) “Eligible Holder” 8.2 (e) “Environment” 3.21 (g) “Environmental Law” 3.21 (g) “ERISA Affiliate” 3.16 (a) “Escrow Shares” 2.12 “Exchange Act” 2.11 (a) “GAAP” 3.6 “Indemnification Representative” 8.5 “Indemnity Notice Period” 8.2 (b) “Information Statement” 6.1 (a) “Initial Shares” 2.12 “Insurance Policies” 3.19 (a) “Interim Financial Statements” 6.9 “Interim Period” 5.1 (a) “IRS” 3.16 (b) “Key Stockholders” Preamble “Lock-up Period” 9.1 “Material Permits” 3.11 (a) “Materials of Environmental Concern” 3.21 (g) “Merger” Preamble “Notice of Third Party Claim” 8.2 (d) “Parent” Preamble “Parent Financial Statements” 4.5 (b) “Parent Intellectual Property” 4.13 (a) “Parent Most Recent Balance Sheet” 4.7 “Parent Most Recent Balance Sheet Date” 4.7 “Parent Preferred Stock” 4.3 (a) “Parent SEC Reports” 4.5 (a) “Parent Stipulated Expenses” 10.6 (a) “Parties” Preamble “Party” Preamble “Person” 2.11 (a) “Pro Rata Share” 8.2 (b) ...
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More Definitions of Third Milestone Shares

Third Milestone Shares and together with the First Milestone Shares and Second Milestone Shares, the “Milestone Shares” and such Milestone Shares, together with the Closing Shares, the “Purchaser Shares”). All Milestone Shares shall be issuable within five (5) Business Days of such applicable milestone being met. No Milestone Shares shall be due or issuable after the Milestone Termination Date. Securities Purchase Agreement
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Related to Third Milestone Shares

  • Milestone 2 means achievement of annual Net Sales of at least $35,000,000 during any Calendar Year ending on or before December 31, 2024.

  • Milestone 1 means achievement of annual Net Sales of at least $20,000,000 during the Calendar Year ending on December 31, 2021.

  • Milestone Date means the date set against the relevant Milestone in the Implementation Plan;

  • Development Milestone Event has the meaning set forth in Section 7.1.

  • Milestone Dates means the dates for completion of specified Project activities as contained in the Project Schedule.

  • Milestone Event has the meaning set forth in Section 8.4.

  • Development Milestone Payment shall have the meaning set forth in Section 9.2(a).

  • Milestone means an event or task described in the Implementation Plan which, if applicable, must be completed by the relevant Milestone Date;

  • Milestone Events has the meaning set forth in Section 3.3 (Milestone Payments).

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • Sales Milestone Payment is defined in Section 5.3.

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • Milestone Payment means a payment identified in the Implementation Plan to be made following the issue of a Satisfaction Certificate in respect of Achievement of the relevant Milestone;

  • Milestone Schedule means Seller’s milestone schedule, the form of which is attached to this Agreement as Exhibit Q.

  • Project Milestone means the project milestone set forth in Schedule-J;

  • Milestone Payment Date has the meaning set forth in Section 2.4(a).

  • Project Milestones means the project milestones set forth in Schedule-G;

  • Milestones means control points in the project that help to chart progress. Milestones may correspond to the completion of a key deliverable, allowing the next phase of the work to begin. They may also be needed at intermediary points so that, if problems have arisen, corrective measures can be taken. A milestone may be a critical decision point in the project where, for example, the consortium must decide which of several technologies to adopt for further development.

  • COMPLETION TIME means the period by date specified in the acceptance of tender for handing over the erected equipment/plant which are found acceptable by the Engineer being of required standard and conforming to the specifications of the contract.

  • Required Regulatory Approvals means the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals.

  • Successful Completion means that in the reasonable opinion of the Customer, Deliverables completed by the Supplier are fit for purpose, completed on time and otherwise meet all the criteria defined under this Contract;

  • Second Target Distribution means $0.4375 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on September 30, 2005, it means the product of $0.4375 multiplied by a fraction of which the numerator is equal to the number of days in such period and of which the denominator is 92), subject to adjustment in accordance with Section 6.6 and Section 6.9.

  • Third Target Distribution means $0.5250 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on September 30, 2005, it means the product of $0.5250 multiplied by a fraction of which the numerator is equal to the number of days in such period and of which the denominator is 92), subject to adjustment in accordance with Section 6.6 and Section 6.9.

  • Target Completion Date has the meaning given such term in Section 3.3(b).

  • Opium poppy means the plant of the species Papaver somniferum L., except its seeds.

  • Completion Deadline means August 15, 2018, or such later date as may be agreed to in writing by the Parties;