Earn Out Units definition

Earn Out Units means 7,500,000 Surviving Company Membership Units, as equitably adjusted for equity splits, equity dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Company Membership Units after the date hereof (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any the Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration)).
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Earn Out Units shall have the meaning given in the Business Combination Agreement.
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Earn Out Units means (i) the number of Partnership Units that would have been issued to the Original Limited Partners in exchange for the HCP Preferred as of the Effective Date had the HCP Preferred had an Agreed Value as of the Effective Date of $12,500,000 minus (ii) the number of Partnership Units issued to the Original Limited Partners in exchange for the HCP Preferred as of the Effective Date (subject to appropriate adjustment for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, recapitalizations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership and transactions having like effect). Any Earn-Out Units that are issued shall be of the same class as the Partnership Interests initially issued to the General Partner and the Original Limited Partners hereunder.
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Examples of Earn Out Units in a sentence

  • Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction.

  • Notwithstanding anything to the contrary set forth in this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units.

  • Earn Out Units to be issued in connection with any Triggering Event shall be issued in accordance with Section 2.6 of the Business Combination Agreement and will be issued to each Member holding Class B Units in accordance with the Allocation Schedule.

  • The Company may reissue any Common Units (but not Unvested Earn Out Units or Series A Preferred Units) that have been repurchased or acquired by the Company; provided, that any such issuance, and the admission of any Person as a Member in connection therewith, is otherwise made in accordance with the provisions of this Agreement.

  • Notwithstanding the foregoing, each of the Pre-Transaction Members may, within 30 days of the Closing Date, as defined in the Transaction Agreement, file with the IRS on a protective basis a completed election under Section 83(b) of the Code and the Treasury Regulations with respect to the Unvested Earn Out Units.

  • All Common Units shall have identical rights and privileges in all respects, all Series A Preferred Units shall have identical rights and privileges in all respects and all Unvested Earn Out Units shall have identical rights and privileges in all respects.

  • Upon the occurrence of a Vesting Event, those Unvested Earn Out Units to which such Vesting Event relates will be immediately converted into an equal number of Common Units, with all rights and privileges of a Common Unit under this Agreement thereafter.

  • At the Effective Time, the Units will be comprised of three authorized classes: (i) a single class of Common Units; (ii) a single class of Series A Preferred Units; and (iii) a single class of Unvested Earn Out Units.

  • Immediately, following the consummation of the transactions contemplated by the Business Combination Agreement, the total number of Class B Units (including Earn Out Units, if any) and Class A Units held by the Continuing Members and PubCo, as applicable, as of the Effective Time is set forth next to each such Member’s name on Exhibit A-1 hereto.

  • For the avoidance of doubt, the Distribution Catch- Up Payments shall not include any Tax Distributions that were made prior to the Vesting of such Unvested Earn Out Units.


More Definitions of Earn Out Units

Earn Out Units means the BT Earn-Out Units and the PubCo Earn-Out Units.
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Earn Out Units has the meaning specified in Section 3.01(a)(iii).
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Earn Out Units shall have the meaning given in the Merger Agreement.
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Earn Out Units means a number of NewCo LLC Class B Units, equal to the number of Earn Out Shares issued.
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Related to Earn Out Units

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

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

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

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Incentive Units means those Partnership Interests described in Section 2 of the Incentive Unit Agreement.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Class B Units means the Class B Units of the Company.

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • Company Units has the meaning set forth in the Recitals.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Class C Units The term "Class C Units" shall have the meaning set forth in the preface.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Over-Allotment Units means the additional number of Private Units the Sponsor will be required to purchase in the event that the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the Company’s initial public offering.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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