Earnout Holders definition

Earnout Holders has the meaning specified in Section 4.8(a).
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Earnout Holders means the holders of Company Shares, Company Options and Company Warrants, in each case, as of immediately prior to the Second Effective Time.
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Earnout Holders has the meaning set forth in Section 2(g)(i) above.
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Examples of 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.

  • 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.

  • 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.

  • This observation underlines the distinction between offensive and aggressive lan- guage.

  • Where a mix of Customer and Bluewater Power owned distribution transformers exist at a Premise, the Customer is not eligible for the Transformer Ownership Credit.

  • A decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all of the Company Holders and Earnout Holders and shall be final, binding and conclusive upon each and every Company Holder and Earnout Holder, and the Escrow Agent, Parent, Merger Sub, the Company and the Surviving Corporation may rely upon any decision, act, consent or instruction of the Stockholders’ Agent as being the decision, act, consent or instruction of each and every Company Holder.

  • Policy DM10.7 of the Local Plan seeks to resist development which would reduce noticeably the daylight and sunlight available to nearby dwellings and open spaces to unacceptable levels taking account of the Building Research Establishment’s guidelines.

  • 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.

  • If the Gross Profits of the Business Unit during Fiscal 2005 are less than $34,000,000 and the Gross Profits of the Business Unit during the Second Earnout Period are equal to or greater than $61,000,000 plus 50% of the Earnout Shortfall, the Common Earnout Holders shall be entitled to receive, in accordance with and subject to Section 1.10(f), additional consideration of $19,000,000, less any amounts previously paid to the Common Earnout Holders pursuant to Section 1.10(a)(i).


More Definitions of Earnout Holders

Earnout Holders means the Preferred Shareholders and the Common Earnout Holders.
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Earnout Holders individually or collectively as the context requires, the Note A-2 Holder, Note A-3 Holder, Note B-3 Holder and Note B-4 Holder.
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Earnout Holders means the Cash Earnout Holders and the Equity Earnout Holders.
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Related to Earnout Holders

  • Unit Holders means all Unit Holders.

  • Equity Holders means the Stockholders and the Option Holders.

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

  • 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.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Target Shareholders means the holders of Target Shares;

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Common Stockholders means holders of shares of Common Stock.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Company Shareholders means holders of Company Shares.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Management Holders means the holders of units in Management Company.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Preferred Shareholders means the holders of Preferred Shares.