Management Earnout Sample Clauses

Management Earnout. (a) For a period of up to two years and three months following the Acquisition Effective Time and subject to the terms and conditions herein, following the Closing, as additional consideration for the Merger, within five Business Days after the occurrence of a Triggering Event, the Acquiror shall notify in writing (an “Earnout Notice”) each Eligible Company Equityholder that they are eligible to receive the following number of Earnout Interests in accordance with their Earnout Pro Rata Share: (i) upon the occurrence of Triggering Event I, a one-time issuance of 1,931,167 Earnout Interests; (ii) upon the occurrence of Triggering Event II, a one-time issuance of 1,931,168 Earnout Interests; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 1,931,168 Earnout Interests. (b) For the avoidance of doubt, the Eligible Company Equityholders shall be entitled to receive Earnout Interests upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than an aggregate of 5,793,503 Earnout Interests (and only upon the occurrence of a Triggering Event I, a Triggering Event II and a Triggering Event III). (c) All Earnout Interests to be issued and delivered in connection with this Section II.11 to the Eligible Company Equityholders: (i) are an integral part of the consideration to be received by the Eligible Company Equityholders in connection with the Mergers; (ii) shall not represent any ownership or equity interest and shall not carry voting or dividend rights or bear a stated rate of interest or any other rights as a stockholder of the Company; (iii) shall be non-transferable or assignable, except by operation of law or by will or intestacy; and (iv) shall not be evidenced by any form of certificate or instrument. (d) All Earnout Interests to be issued and delivered in connection with this Section II.11 to the Eligible Company Equityholders shall be, upon issuance and delivery of such Earnout Interests, duly authorized and validly issued and, to the extent such concept is applicable, fully paid and non-assessable, free and clear of any Lien, other than Liens as created by the Acquiror Organizational Documents, as applicable, or arising pursuant to applicable securities Laws. (e) If an Eligible Company Equityholder has provided written notification to the Acquiror within 10 Business Days follow...
Sample 1
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Related to Management Earnout

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