Common use of Issuance of Base Stock Consideration Clause in Contracts

Issuance of Base Stock Consideration. The Base Stock Consideration payable pursuant to Section 2.3(c)(i) above shall be issued to each Company Member upon the earlier of (i) the closing of a Liquidity Event or (ii) five (5) years from the date of Closing (in either case, such earlier date or the date on which such restrictions are waived per the last sentence of this subsection (d), the “Relevant Date”). If the Base Stock Consideration issuable in connection with a Liquidity Event is the result of the closing of a QA, then such shares shall be issued to each Company Member in proportion and at such times as any lock-up restriction applicable to such shares is released. The aggregate number of shares of Parent Common Stock issuable at any given time as required by this Section 2.3(d) shall equal (x) the portion of Base Stock Consideration issuable at such time divided by (y) the FMV. Any Base Stock Consideration due hereunder shall be issued to the Company Members as soon as practicable following, but in any event within 10 calendar days thereof, any date such shares are required to be issued hereunder. The Representative may waive such issuance restrictions at any time with respect to all or any portion of the issuable shares; provided, that, in no event shall any Base Stock Consideration be issued prior to the expiration or waiver of the Rescission Right.

Issuance of Base Stock Consideration. The Base Stock Consideration payable pursuant to Section 2.3(c)(i5(b)(i) above shall be issued to each Company Member upon the earlier of (i) the closing of a Liquidity Event or (ii) five (5) years from the date of Closing (in either case, such earlier date or the date on which such restrictions are waived per the last sentence of this subsection (d), the “Relevant Date”). If the Base Stock Consideration issuable in connection with a Liquidity Event is the result of the closing of a QA, then such shares shall be issued to each Company Member in proportion and at such times as any lock-up restriction applicable to such shares is released. The aggregate number of shares of Parent Common Stock issuable at any given time as required by this Section 2.3(d5(d) shall equal (x) the portion of Base Stock Consideration issuable at such time divided by (y) the FMV. Any Base Stock Consideration due hereunder shall be issued to the Company Members as soon as practicable following, but in any event within 10 calendar days thereof, any date such shares are required to be issued hereunder. The Representative may waive such issuance restrictions at any time with respect to all or any portion of the issuable shares; provided, that, in no event shall any Base Stock Consideration be issued prior to the expiration or waiver of the Rescission Recission Right.