Milestone Stock Consideration definition

Milestone Stock Consideration shall have the meaning set forth in the definition of Aggregate Milestone Merger Consideration.
Sample 1Sample 2
Milestone Stock Consideration means a number of shares of Parent capital stock equal to (i) the dollar value of the applicable Milestone Payment (subject to set-off in accordance with Section 1.15) divided by (ii) the applicable Milestone Stock Valuation for shares of such Parent capital stock.
Sample 1
Milestone Stock Consideration means a number of shares of a “shadow” series of Parent capital stock of the same type of capital stock that was issued to institutional investors in Parent’s most recent bona fide arms’ length equity financing transaction occurring prior to the applicable Milestone Trigger Event, equal to the applicable price per share paid for such Parent capital stock by such institutional investors in such equity financing, divided by the dollar value of the applicable Milestone Payment (subject to set off in accordance with Section 1.15) and such shares shall have a liquidation preference that is pari passu with the Parent Series A-1 Preferred Stock and shall have voting rights that are consistent with the Parent Series A-1 Preferred Stock (“Milestone Stock”); provided that if any Milestone Trigger Event occurs after a Parent IPO, Parent may satisfy the applicable Milestone Payment in the form of shares of Parent Common Stock valued using a per share volume weighted average price in respect of period from the scheduled opening of trading until the scheduled close of trading of the primary trading session for [***].
Sample 1

Examples of Milestone Stock Consideration in a sentence

  • To the extent that such amounts are required to be deducted or withheld with respect to payments to be made to a holder or former holder of Eligible Company Securities by Parent and, if applicable, Interim Surviving Corporation or the Surviving Company, such Person shall withhold such amounts from the cash consideration payable to the holder at such time (rather than the Closing Stockholder Stock Consideration or Milestone Stock Consideration).

  • Shares representing the Stock Consideration and the Milestone Stock Consideration shall bear the following restrictive legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

  • Parent shall use reasonable best efforts to cause the Milestone Stock Consideration to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance, prior to the dates of its issuance.

  • No vote of holders of the shares of Acquiror Common Stock is necessary or required to approve the issuance of shares of Acquiror Common Stock as contemplated by this Agreement, including for Stock Consideration and Milestone Stock Consideration, under any Law, the certificate of incorporation and bylaws of Acquiror or the rules and regulations of Nasdaq.

  • No fractional shares of Milestone Stock Consideration shall be issued in connection with the Merger, and the number of shares of Milestone Stock Consideration issuable to each Company Stockholder pursuant to Section 1.12 or elsewhere in this Agreement shall be rounded down to the nearest whole number for each such issuance, with no cash being paid for any fractional share eliminated by such rounding.

  • Any Securityholder who would otherwise be entitled to receive a fraction of a share of Acquiror Common Stock shall instead be entitled to receive an amount of cash equal to the product obtained by multiplying (i) such fraction by (ii) the value of the Acquiror Common Stock used in the calculation of the Stock Consideration or the Milestone Stock Consideration, as applicable, rounded down to the nearest whole cent.

  • For the avoidance of doubt, it is inconsistent with the Intended Tax Treatment for Buyer or its agents (including the Transfer Agent) to report the Closing Stock Consideration and Milestone Stock Consideration (if any) on IRS Form 1099-B with respect to the holders of Company Capital Stock.

  • The number of shares of Buyer Common Stock to be issued to a Company Holder will be rounded down to the nearest whole share after aggregating all shares of Buyer Common Stock to be received by such Company Holder as Closing Stock Consideration or Milestone Stock Consideration, as applicable.


More Definitions of Milestone Stock Consideration

Milestone Stock Consideration means shares of Parent capital stock of the same type and series of capital stock that was issued to institutional investors in Parent’s most recent bona fide arms’ length equity financing transaction occurring prior to the applicable Additional Milestone Trigger Event, at the applicable price per share paid by such institutional investors in such equity financing (“Milestone Stock”); provided that if the Milestone Stock includes “pay to play” or other similar forced conversion provisions that have a punitive impact on stockholders that do not participate in a future funding round (“Punitive Provisions”), Parent will take all actions necessary to create and issue as the Milestone Stock Consideration a “shadow” series of capital stock that mirrors the Milestone Stock in all aspects but does not include the Punitive Provisions; provided, further, that, if Parent has not yet issued any Parent Series B Preferred Stock prior to the occurrence of an Additional Milestone Trigger Event, Parent Series B Preferred Stock (on terms, including price per share, consistent with those set forth in the Parent Series A-2/B Purchase Agreement) may be issued by Parent in satisfaction of the applicable Additional Milestone Payment; provided, further, that if any Additional Milestone Trigger Event occurs after a Parent IPO, Parent may satisfy the applicable Additional Milestone Payment in the form of shares of Parent Common Stock valued as follows: (i) for an Additional Milestone Trigger Event other than the Qualifying Valuation Milestone, using a per share volume weighted average price in respect of period from the scheduled opening of trading until the scheduled close of trading of the primary trading session for the preceding five (5) consecutive trading days ending on the date of achievement of the applicable Additional Milestone Trigger Event; and (ii) for the Qualifying Valuation Milestone, using the Volume Weighted Average Price that triggered achievement of the Qualifying Valuation Milestone.
Sample 1
Milestone Stock Consideration means a number of shares of Acquiror Common Stock, rounded down to the nearest whole share, equal to the quotient obtained by dividing (a) $100,000,000 by (b) the volume weighted average of the trading prices of the shares of Acquiror Common Stock on Nasdaq (as reported by Bloomberg, or, if not reported thereby, any other authoritative source), for the twenty trading days ending with, and including, the trading day that is two days immediately prior to the occurrence of the Milestone Event.
Sample 1
Milestone Stock Consideration means that number of whole shares of Parent Common Stock equal to the quotient of (A) an amount equal to the Milestone Stock Percentage multiplied by the FDA Milestone Consideration, divided by (B) the greater of (i) the average of the closing prices of Company Common Stock as reported on the NASDAQ Global Select Market for the ten (10) trading days ending on the date that is two (2) Business Days prior to the Milestone Achievement Date (the “Actual FDA Milestone Price”) or (ii) two dollars ($2.00) (the greater of such prices, the “Deemed FDA Milestone Price”), payable in validly issued, fully paid and non-assessable shares of Parent Common Stock. In determining the Deemed FDA Milestone Payment, the amount of two dollars ($2.00) will be adjusted, as necessary, to take into account stock splits or reverse stock splits or any dividends of stock or rights with respect to stock that are declared or made to holders of Parent Common Stock in the period between the last measurement date for the Upfront Signing Price and the last measurement date for the Actual FDA Milestone Price.
Sample 1
Milestone Stock Consideration means, with respect to any Milestone Event, a number of shares of Buyer Common Stock, rounded down to the nearest whole share, equal to the quotient of (i) the value of the corresponding Milestone Payment to be paid in Buyer Common Stock divided by (ii) the Buyer Common Stock Average VWAP Price calculated as of the day immediately prior to the date on which such Milestone Event is achieved.
Sample 1

Related to Milestone Stock Consideration

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Earnout Shares has the meaning set forth in Section 3.6(a).