Earnout Milestone definition

Earnout Milestone means [****] either PORT-2 (IMM60 iNKT cell activator/agonist) or PORT-3 (PLGA-nanoparticle formulation of IMM60 combined with a NY-ESO-1 peptide vaccine).

Earnout Milestone has the meaning set forth in Section 1.9(a).

Earnout Milestone has the meaning set forth in Section 3.7(a)(i).

Examples of Earnout Milestone in a sentence

• Sponsor Restricted Stock Agreement In accordance with that certain restricted stock agreement, dated September 29, 2019, by and between HSAC and the Sponsor, the Sponsor subjected 1,800,000 shares of its common stock to potential forfeiture, with 900,000 shares to vest and be released from potential forfeiture upon achievement of each of the First Earnout Milestone and the Second Earnout Milestone (each as defined below), respectively.

• On May 12 and September 17, 2020, we achieved the First Earnout Milestone and the Second Earnout Milestone, respectively, and, as a result, all of the 1,800,000 Sponsor Restricted Shares vested and are no longer subject to forfeiture.

• Commencing upon the Closing and until the Earnout Amount Payment Date, Parent shall provide, on a quarterly basis, a written report to the Holders’ Agent, signed by an officer of Parent, in reasonable detail regarding the status of efforts to achieve the Earnout Milestone (each such report, an “Update Report”).

• Of the remaining 4,083,334 Private Warrants, 3,500,000 were immediately vested and 583,334 warrants (the “Earnout Warrants”) were vested upon meeting certain Earnout Milestone Events on November 9, 2021.

• The parties acknowledge and agree that the achievement of the Earnout Milestone is subject to numerous risks and uncertainties beyond the control of Parent, the Surviving Corporation and the Milestone Obligors and, subject to their compliance with this Section 1.9(c), neither Parent nor the Surviving Corporation shall have any responsibility or liability to the Holders’ Agent, Company Stockholders or the Company Optionholders for any failure to achieve the Earnout Milestone.

More Definitions of Earnout Milestone

Earnout Milestone means, as applicable, (i) the First Operating Performance Milestone, (ii) the Second Operating Performance Milestone, (iii) the First Share Price Performance Milestone, and/or (iv) the Second Share Price Performance Milestone.

Earnout Milestone has the meaning given to it in Section 2.5(a).

Earnout Milestone means the occurrence of a Seller Earnout Milestone and/or a Sponsor Earnout Milestone.

Earnout Milestone means collectively, the $12.00 Share Price Milestone, $14.00 Share Price Milestone, $16.00 Share Price Milestone and $18.00 Share Price Milestone.

Earnout Milestone means, in the Buyer’s determination, that (i) the Post-Closing Average Worldwide Users is equal to at least 90% of the Pre-Closing Average Worldwide Users, (ii) the Post-Closing Average U.S. Monthly Users is equal to at least 90% of the Pre-Closing Average U.S. Monthly Users and (iii) the Post-Closing Average Business Revenue is equal to at least 90% of the Pre-Closing Average Business Revenue. A sample calculation of Post-Closing Average Worldwide Users, Post-Closing Average U.S. Monthly Users and Post-Closing Average Business Revenue is set forth on Exhibit I (which is for illustrative purposes only).

Earnout Milestone means that the net number of customers of the Business as of that date that is two (2) years after the Closing Date must be equal to or more than 70% of the number of customers of the Business as of the Closing Date. For the purposes of this provision, a Closing Date “Customer” means an entity or person that has installed and is operating any of Company’s software as of the Closing Date pursuant to contracts or other agreements in effect as of the Closing Date. To determine changes in the number of customers of the Business: A customer will be deemed to be a “lost customer” only if the customer removes all software acquired from the Business from its computer environment, is no longer under any maintenance or other agreement with the Business, and has replaced the removed software with other third-party or internally developed software; and A customer will be deemed to be an “added customer” if they are not a customer on the Closing Date, but install any of the Business’s software on their computer environment pursuant to a new license agreement with the Business, and they continue to operate the Business’s software as of the date that is two (2) years after the Closing Date. Pursuant to the foregoing, the net number of customers as of the date that is two (2) years after the Closing Date shall equal the number of customers as of the Closing Date, less the number of “lost customers” (as defined above) plus the number of “added customers” (as defined above). Further, the Earnout Milestone shall be deemed to have been met (without regard to the number of customers) if any of the following occur within two (2) years of the Closing Date:

Earnout Milestone as defined in Section 1.6(a).