Earnout Stock Sample Clauses

Earnout Stock. (a) Subject to the terms and conditions of this Section 2.7, the Company Members shall earn up to a number of shares of Parent Common Stock (or, following the consummation of a Qualifying Acquisition, shares of the publicly listed company that acquired Parent) equal to the Earnout Stock Consideration, based on the Company achieving certain Earnout Milestones. The total “Earnout Stock Consideration” that may be payable hereunder shall be a number of shares of Parent Common Stock (or, following the consummation of a Qualifying Acquisition, shares of the publicly listed company that acquired Parent) calculated by dividing (i) $17,500,000 by (ii) a per share value that is equal to FMV.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Earnout Stock. Within thirty (30) days following the completion of the Buyer's consolidated financial statements for the first twelve full calendar months after the Closing (the "Measuring Period"), Buyer shall deliver to the Transfer Agent, for the benefit of the shareholders of Seller (in proportion to their holdings as reflected on the Shareholder Certification, and as additional consideration for the Seller's Assets), a number of shares of Parent Common Stock (the "Earnout Stock") equal to the result of the following formula:
Sample 1
Earnout Stock. (a) On each of February 15, 2009 and February 15, 2010 (each, a “Payment Date”), Parent shall issue, or shall cause to be issued, to each Recipient the number of shares of Earnout Stock set forth opposite such Recipient’s name on Exhibit A attached hereto with respect to the preceding fiscal year, such number of shares to be adjusted as provided on Exhibit A. A Recipient need not be employed by or providing services to Parent or the Company or any of their subsidiaries on the Payment Date in order to receive such shares. In the event that the attainment of the Earnout Stock for a given fiscal year has not been finally agreed upon by February 1 of the following year, then (i) any undisputed amounts shall be issued in accordance with the first sentence of this section and (ii) any amount of the disputed portion subsequently determined to be payable shall be issuable within 10 days of such determination, not to be later than April 30 of such following year.
Sample 1
Earnout Stock. At the Effective Time, Parent shall deliver executed Registration Rights and Earnout Stock Agreements providing that certain members of the Company’s management shall have the right to receive Parent Common Stock (the “Earnout Stock”) having an aggregate value equal to Seventeen Million Dollars ($17,000,000) (valued at the Parent Average Closing Price) subject to the satisfaction of certain conditions contained therein. Such Earnout Stock shall be allocated as determined by the Board of Directors of the Company after the date hereof and prior to the Closing; provided, however, all such allocations shall be subject to the approval of the Company’s stockholders pursuant to Section 7.10. Following such stockholder approval and prior to the Closing, the Company shall prepare and deliver to Parent a schedule setting forth the allocation of Earnout Stock, and such schedule shall become Schedule 2.9 hereto.
Sample 1
Earnout Stock. Sellers shall receive, in accordance with their Pro Rata Portion to each of Sellers’ brokerage accounts in accordance with the account instructions in Schedule 3.2(b) attached hereto (or such other instructions provided by a Seller to Buyer within three (3) Business Days of the applicable issuance date), an amount of Earnout Stock in the event (and in each instance) that any of the following Stock Revenue Targets are achieved: the First Stock Revenue Target at any time during the First Earnout Period, the Second Stock Revenue Target at any time during the Second Earnout Period and the Third Stock Revenue Target at any time during the Third Earnout Period (provided, that, for the avoidance of doubt, Sellers shall receive in aggregate three separate amounts of Earnout Stock in the event that each of the Stock Revenue Targets is achieved).
Sample 1
Earnout Stock. If the Target Year Earnout Ceiling for the 2016 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2017 Earnout Stock. If the Target Year Earnout Ceiling for the 2017 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2018 Earnout Stock. If the Target Year Earnout Ceiling for the 2018 Target Year is achieved and payable to the Prior Members under the Earnout Agreement, then the Seller shall be entitled to the 2019 Earnout Stock. The 2017 Earnout Stock, 2018 Earnout Stock, and/or 2019 Earnout Stock, if due pursuant to this Section 2.2(d), shall be issued to Seller by SEI and Buyer on the same date as the Earnout Payment is made for the respective Target Year under this Section 2.2(d).
Sample 1

Related to Earnout Stock

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

  • Stock Consideration 3 subsidiary...................................................................53

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Common Shares 4 Company...................................................................................... 4

  • Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Time is Money Join Law Insider Premium to draft better contracts faster.