Examples of Clawback Share in a sentence
For purposes of calculating a Limited Partner’s Clawback Share, AGM Shares (including, for the avoidance of doubt, any such shares that have previously vested, but excluding any such shares that have previously been mandatorily repurchased by AGM) shall be valued, without regard to any restrictions thereon and/or whether or not the Partner still retains such AGM Shares, based on the purchase price of such AGM Shares as set forth on the grant notice provided with respect to such AGM Shares.
The parties agree that the value of any Acquiror Common Stock so cancelled will be valued at the Closing Share Price and Clawback Shares so cancelled will be valued at the Clawback Share Price.
For purposes of calculating your Clawback Share, AGM Shares (including, for the avoidance of doubt, any such shares that have previously vested, but excluding any such shares that have previously been mandatorily repurchased by AGM) shall be valued, without regard to any restrictions thereon and/or whether or not you still retain such AGM Shares, based on the purchase price of such AGM Shares as set forth on the grant notice provided with respect to such AGM Shares.
The fees and expenses of the Independent Firm so determined to be apportioned to the Escrow Participants shall be paid to the Independent Firm by Acquiror and offset against the Merger Consideration by cancelling Clawback Shares that otherwise may become issuable to the Escrow Participants at any time thereafter equal in value to the amount of the remaining fees and expenses apportioned to the Escrow Participants, valued at the Clawback Share Price.
For purposes hereof the “General Indemnification Cap” means 419,161 Clawback Shares constituting a portion of the Xxxxxx Trust’s Pro Rata Portion of the Clawback Shares, valued at the Clawback Share Price.