Milestone Consideration. (a) Within 10 business days after the First Commercial Sale by Cypress, any of its Affiliates or any Licensee of a Product for monitoring of Systemic Lupus Erythematosus (a “Lupus Monitoring Product”) (the “Milestone”), Cypress shall notify Cellatope in writing (the “Milestone Notice”) that the Milestone has been achieved and the date on which it was achieved. Within 20 business days of achievement of the Milestone, Cypress shall issue to Cellatope a promissory note (the “Note”) in the principal amount of $3,000,000 (subject to any reduction in such amount pursuant to Section 10.6), the form of which is attached hereto as Exhibit A-1. The Note shall be unsecured and shall bear interest at the rate of 5% per annum. Interest shall accrue for the twelve-month period following issuance of the Note. On the first anniversary of the date of issuance of the Note, accrued interest for the previous 12 months shall be added to the principal amount of the Note, which adjusted amount shall thereafter bear interest at 5% per annum. Thereafter, Cypress shall make equal monthly payments representing principal and accrued interest, each month continuing for 48 months after such first anniversary, at which point any unpaid balance of the Note will be due and payable in full. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that in the event the Milestone is not achieved or if Cypress terminates development pursuant to Section 2.2(c) below, no payments shall be due under this Agreement and Cypress shall not be required to issue the Note. Amounts payable pursuant to the Note are referred to herein as the “Milestone Consideration.” For avoidance of doubt, only a Product for monitoring of Systemic Lupus Erythematosus, and not any Product designed for diagnosis of Systemic Lupus Erythematosus without a monitoring function, shall constitute a Lupus Monitoring Product.
Milestone Consideration. (a) Subject to Section 2.2(e) and Section 10.6, Cypress shall be obligated to pay to Cellatope $3,000,000 (as such amount may be offset pursuant to the provisions of Section 2.2(e) and Section 10.6, the “Milestone Consideration”) upon the First Commercial Sale by Cypress, any of its Affiliates or any Licensee of a Product for monitoring of Systemic Lupus Erythematosus (a “Lupus Monitoring Product”) (the “Milestone”), with any such payment to be made in accordance with the provisions of Section 2.2(d). For avoidance of doubt, only a Product for monitoring of Systemic Lupus Erythematosus, and not any Product designed for diagnosis of Systemic Lupus Erythematosus without a monitoring function, shall constitute a Lupus Monitoring Product. Upon the achievement of the Milestone, Cypress shall notify Cellatope in writing (the “Milestone Notice”) within 10 business days that the Milestone has been achieved and the date on which it was achieved. Within 20 business days of achievement of the Milestone, Cypress shall pay to Cellatope the Milestone Consideration in cash, as may be reduced pursuant to the terms of Section 2.2(e) and Section 10.6, by wiring or causing to be wired the Milestone Consideration to an account designated by Cellatope for such purpose in writing not less than two business days prior to the date on which the Milestone Consideration is to be paid.
Milestone Consideration. Please be advised that to the extent Milestone Consideration is payable in shares of Capnia, Inc. stock, a stock certificate representing those shares will be registered in the name of the person signing this Letter of Transmittal and delivered to the address of record on file with the Exchange Agent. Please be further advised that any Milestone Consideration Table of Contents payable in cash will be delivered via check to the address of record on file with the Exchange Agent. If you would like to request that any Milestone Consideration be delivered either to a different address or (in the case of Milestone Consideration payable in cash) via a different payment method (e.g. wire), you must provide the Stockholders’ Representative revised payment instructions (including any updates or corrections to the information previously provided in your completed Letter of Transmittal) not less than five Business Days in following receipt of Notice of Milestone Achievement from the Stockholders Representative. All questions as to the validity, form and eligibility of any surrender of certificates will be determined by the Exchange Agent and Capnia, Inc. and such determination shall be final and binding. Exchange Agent and the Company reserve the right to waive any irregularities or defects in the surrender of any certificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived. Table of Contents The Substitute Form W-9 BELOW must be completed and signed if you are a U.S. person (including a U.S. resident alien). PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. PAYER’S NAME: American Stock Transfer & Trust Company, LLC SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines)
Milestone Consideration. As additional consideration for the sale of the Assets to Buyer by Seller and Seller Parent, Buyer shall pay to Seller, if and as applicable:
Milestone Consideration. In addition to the Closing Consideration, the Merger Consideration (but subject to the limitation on the aggregate Merger Consideration set forth in Section 2.7(a)(i) above), shall also consist of the Milestone Payments, if any, payable as and in the manner set forth on Schedule 2.7(a)(iii), in accordance with the terms set forth on such Schedule 2.7(a)(iii) (the “Milestone Consideration”), subject at all times to any offset thereto in accordance with Section 7.2.
Milestone Consideration. (a) Within twenty days following achievement of the Milestone during the Payment Term, Parent shall notify the Securityholders’ Representative that the Milestone has been achieved, and no later than 30 days following the date of the achievement of the Milestone (subject to delivery and finalization (in accordance with Section 1.16(f) (Exchange/Payment)) of the updated Closing Payment Schedule as set forth in the next sentence), Parent shall deliver, or cause to be delivered, to the Participating Securityholders or the Payment Agent and/or Merger Sub II Surviving Company for the benefit of the Participating Securityholders, in Parent’s sole discretion, pursuant to the distribution mechanics set forth in Section 1.5 (Conversion of Shares), Section 1.6 (Treatment of Company Options) and Section 1.16 (Exchange Payment), as applicable, the Milestone Consideration. Promptly following receipt of notice of achievement of the Milestone and prior to delivery of any Milestone Consideration to the Participating Securityholders, the Securityholders’ Representative shall deliver to Parent an updated Closing Payment Schedule (which need not be certified) setting forth the portion of the Milestone Consideration payable to each Participating Securityholder. The Milestone Consideration shall only be payable once, upon the first occurrence of the Milestone, and no additional payment will be due in the event of any repeated occurrence of the Milestone. No Milestone Consideration shall be payable with respect to the Milestone if first achieved after the end of the Payment Term.
Milestone Consideration. (a) If after the Closing (a) the Company achieves (i) with respect to the fiscal year ended December 31, 2021, (A) $4.8 million in total gross revenue, (B) 40,000 annual and monthly paid subscribers on the Company’s BKTV platform, and (C) not less than 40,000 pay-per-view sales; and (ii) with respect to the twelve (12)-month period commencing June 1st, 2022 and expiring May 31st, 2023, (A) $20 million in total gross revenue (the “$20M Revenue Milestone”), and (B) 200,000 annual and monthly paid subscribers on the BKTV platform as of May 31st, 2023; and (b) provided that as of the Earnout Payout Eligibility Date (defined below) the Indemnification/Earnout Cash Holdback Amount shall not have been applied in full to the satisfaction of indemnifiable Losses suffered by the Indemnified Triller Parties (all such items listed above, the “Milestones”), then the Sellers shall be eligible to receive, Share and Unit Exchange Agreement
Milestone Consideration. 1.1 The parties agree that the provisions of this Schedule 7 (Milestone Consideration) shall apply to the determination and calculation of Milestone Consideration.
Milestone Consideration. 2.4.1. Subject to the satisfaction of the conditions precedent set forth in this Section 2.4 (each, a “Milestone Event”) and adjustment pursuant to Section 8.7, Purchaser or an Affiliate of Purchaser shall deliver to the Company shares of Purchaser Common Stock (each, a “Milestone Payment” and together, the “Milestone Payments”), in such amounts and at such times as is set forth in this Section 2.4, subject at all times to any offset thereto in accordance with Section 8.5.3. All Milestone Payments shall only be paid once, upon the initial achievement of the particular Milestone Event. The Purchaser, at its sole and absolute discretion shall determine if a Milestone Event has occurred. Purchaser shall notify the Company within ten (10) Business Days from when a Milestone Event has occurred. Within ten (10) Business Days from the Company’s receipt of such notice from Purchaser, Purchaser shall deliver the following Milestone Payments to the Company:
Milestone Consideration. On or before the date that is forty five (45) days after each date upon which the Company issues Registrable Securities to the Investors as Milestone Consideration, the Company shall use its commercially reasonable efforts to prepare and file with the SEC a Registration Statement under the Securities Act with respect to the Registrable Securities issued to the Investors as Milestone Consideration pursuant to the Merger Agreement, and to cause such Registration Statement to be declared effective by the SEC within such forty five (45) day period. The Company shall deliver to each Holder, in writing at the address set forth in the stockholder records of the Company, notice that such Registration Statement has been declared effective by the SEC within two (2) Business Days following such declaration by the SEC.
