Company Earnout Holders definition

Company Earnout Holders means the holders of shares of Company Capital Stock as of immediately prior to the Effective Time, determined on the basis assuming that all of the shares of the Company Series A Preferred Stock and all of the shares of the Company Series F Preferred Stock were converted into shares of Company Common Stock immediately prior to the Effective Time, in accordance with their respective terms, who hold for a period of at least six (6) months following the Closing Date: (1) shares of Parent Common Stock issued upon exchange of their Company Capital Stock or (2) shares of Parent New Series A Preferred Stock or Parent New Series F Preferred Stock (as the case may be) issued in exchange of the Company Preferred Stock or shares of Parent Common Stock issued upon conversion of any such Company Preferred Stock.
Sample 1Sample 2Sample 3
Company Earnout Holders has the meaning set forth in Section 3.7(a).
Sample 1Sample 2
Company Earnout Holders means the holders of shares of Company Series A Preferred Stock and the holders of shares of Company Series F Preferred Stock as of immediately prior to the Effective Time who hold the shares of Parent New Series A Preferred Stock and Parent New Series F Preferred Stock into which such shares of Company Series A Preferred Stock and Company Series F Preferred Stock convert in the Merger, as applicable, pursuant to Section 3.1(b) for at least six (6) months following the Closing Date.
Sample 1Sample 2

Examples of Company Earnout Holders in a sentence

  • The Earnout Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, combination, merger, exchange of shares or other like change with respect to shares of Parent Common Stock occurring prior to the date the applicable Earnout Shares are delivered to the Company Earnout Holders.

  • In the event that the Earnout Milestone is not met during the Earnout Eligibility Period, the Company Earnout Holders shall not be entitled to receive any of the Earnout Shares for such Earnout Milestone.

  • For the avoidance of doubt, the Earnout Milestone (or a Change of Control as described below in Section 3.7(d), if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 5,000,000 Earnout Shares in the aggregate (subject to adjustment as set forth in Section 3.7(e)).

  • If, following the Closing Date and prior to end of the Earnout Eligibility Period, there is a Change of Control, then, immediately prior to such Change of Control, all the Earnout Shares not yet earned shall be earned by the Company Earnout Holders and shall be released from escrow and delivered to the Company Earnout Holders, and the Company Earnout Holders shall be eligible to participate in such Change of Control transaction with respect to such Earnout Shares.

  • Parent shall take such actions as are reasonably requested by the Company Earnout Holders to evidence the issuances pursuant to this Section 3.4, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).

  • The Escrow Agent shall hold the Earnout Shares as book-entry positions registered in the name of “Continental Stock Transfer & Trust Company as Escrow Agent for Airship AI Holdings, Inc.” and such positions shall be held for the benefit of the Company Earnout Holders set forth on Exhibit B attached to this Agreement.

  • For the avoidance of doubt, the Company Earnout Holders shall be entitled to earn Earnout Shares upon the occurrence of each Earnout Milestone (or a Change of Control) during the Applicable Earnout Period; provided, however, that each Earnout Milestone (or a Change of Control if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 5,000,000 Earnout Shares in the aggregate (subject to adjustment as set forth in the Merger Agreement).

  • Parent shall promptly instruct the Escrow Agent to release the Earnout Shares to the Company Earnout Holders upon the achievement of each Milestone Event and immediately prior to the consummation of a Change of Control.

  • Under no circumstances shall Parent or the Surviving Corporation be responsible for the calculations or determinations regarding the allocation of any Earnout Shares amongst the Company Earnout Holders and shall be entitled to rely on any instructions delivered by G3 to Parent.

  • Any Earnout Shares that are forfeited pursuant to the Merger Agreement shall be reallocated to the other Company Earnout Holders who remain entitled to receive Earnout Shares in accordance with their respective Earnout Pro Rata Shares.


More Definitions of Company Earnout Holders

Company Earnout Holders means the holders of Company Common Stock (but excluding holders of Dissenting Shares), Company Options (whether vested or unvested), Earnout Warrants, and Company SARs (whether vested or unvested) as of immediately prior to the Effective Time.
Sample 1
Company Earnout Holders means the holders of Company Capital Stock (but excluding holders of Dissenting Shares, Series X Preferred Stock and shares cancelled pursuant to Section 3.1(a)) as of immediately prior to the Effective Time.
Sample 1

Related to Company Earnout Holders

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Earnout has the meaning set forth in Section 2.9(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Company Equity Awards means the Company Options and the Company RSUs.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).