Earnout Cash definition

Earnout Cash has the meaning set forth in Section 1.4(c).
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Earnout Cash shall have the meaning set forth in Section 1.8(a).
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Earnout Cash means the portion of the Eanout Amount attributable to cash.
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Examples of Earnout Cash in a sentence

  • Under the Merger Agreement, at the Effective Time, each outstanding share of NeuroRx common stock (including shares of NeuroRx common stock resulting from the conversion of NeuroRx preferred stock immediately prior to the Effective Time) will be converted into the right to receive a pro rata portion of the Closing Consideration and the contingent right to receive a pro rata portion of the Earnout Shares and Earnout Cash.

  • BRPA will deliver, or cause to be delivered, to the Exchange Agent the Earnout Shares and/or Earnout Cash, as applicable, in each case, in accordance with Section 1.8. Promptly after the Exchange Agent’s receipt of the Earnout Shares and/or Earnout Cash from BRPA, the A-5 Exchange Agent shall deliver the Earnout Shares and/or Earnout Cash to the Company Stockholders entitled to receive the Earnout Shares and/or Earnout Cash pursuant to and in accordance with Section 1.8.

  • Notwithstanding the immediately preceding sentence, in the event that neither the Earnout Shares Milestone nor the Earnout Cash Milestone occur, the Option Post-Earnout Adjustment shall be based on the Exchange Ratio instead of the Option Exchange Ratio (and shall take into account any intervening exercises of the Substitute Option and the provisions of Section 1.3(c)(iii) below).

  • The number of shares of BRPA Common Stock to be retained by the Company shall be the number that would be forfeited as a result of the reduction pursuant to the Option Post-Earnout Adjustment if any of the Earnout Shares Milestone or the Earnout Cash Milestone that had not been achieved as of the date of such option exercise was not achieved by December 31, 2022 (the “Retained Shares”).

  • BRPA will deliver, or cause to be delivered, to the Exchange Agent the Earnout Shares and/or Earnout Cash, as applicable, in each case, in accordance with Section 1.8. Promptly after the Exchange Agent’s receipt of the Earnout Shares and/or Earnout Cash from BRPA, the Exchange Agent shall deliver the Earnout Shares and/or Earnout Cash to the Company Stockholders entitled to receive the Earnout Shares and/or Earnout Cash pursuant to and in accordance with Section 1.8.

  • The most significant estimates in the Company’s financial statements relate to the Earnout Cash liability, valuation of common and preferred stock, stock options, warrants, and the valuation allowance of deferred tax assets resulting from net operating losses.

  • The Earn-out Cash Consideration and the Earn-out Common Unit Consideration, if earned, shall be satisfied in the same relative proportions as the Initial Cash Consideration and Common Unit Consideration (inclusive of the Common Units issued to EFS Holdings at the Closing), provided, however, that either Xx. Xxxxxx or Xx. Xxxxxxxxx may cause EFS Holdings to elect to have a larger proportion of the Earn-out Amount satisfied in Common Units as opposed to cash.

  • One-third of the Earn-out Stock and one-third of the Earn-out Cash shall be delivered to each of the Queens.

  • For the avoidance of doubt, (x) in the event that Pro Forma Adjusted EBITDA of the Company does not exceed $3,869,000, the US Seller shall not be entitled to any additional consideration pursuant to this Section 1.4, and (y) in no event shall either (1) the amount of the Earnout Cash or (2) the aggregate principal amount of the Seller Note exceed $1,750,000, respectively.

  • BRPA will deliver, or cause to be delivered, to the Exchange Agent the Earnout Shares and/or Earnout Cash, as applicable, in each case, in accordance with Section 1.8. Promptly after the Exchange Agent’s receipt of the Earnout Shares and/or Earnout Cash from BRPA, the Exchange Agent shall deliver the Earnout Shares and/or Earnout Cash to the Company Stockholders entitled to receive the Earnout Shares and/or Earnout Cash pursuant to and in accordance with Section 1.8. (f) Payment to Third Parties.


More Definitions of Earnout Cash

Earnout Cash means the Base Earnout Cash multiplied by the Earnout Consideration Percentage, and collectively, the Earnout Shares and Earnout Cash are defined herein as the “Earnout Consideration”. Share Exchange Agreement Classics, Classics Shareholder and Golden Matrix Group
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Earnout Cash means the undersigned’s pro rata portion of $100,000,000. In order to be able to receive the Per Share Merger Consideration and contingent right to receive the undersigned’s pro rata portion of Earnout Consideration in exchange for Held Shares pursuant to the terms of the Merger Agreement, the undersigned acknowledges that the undersigned must deliver the following to Continental Stock Transfer & Trust Company (the “Exchange Agent”):
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Related to Earnout Cash

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

  • Earnout Amount has the meaning provided in Section 2.9(b).

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

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

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Final Cash has the meaning set forth in Section 3.2(b).

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • 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.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

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

  • Working Capital Escrow Amount means $2,000,000.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

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

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

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

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Petty Cash means a relatively small amount of cash kept at hand for making immediate payment for miscellaneous small expenses incurred the municipality.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.