Earnout Participant definition

Earnout Participant means each of Xxxxxxx Partners, LLC, an Arizona limited liability company, Xxxxx Xxxxx, an individual, and Xxxxx Xxxxxx, an individual.
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Earnout Participant means the holder of an Exchanged Option, Exchanged RSU Award or Exchanged Restricted Stock (each, as defined in the Business Combination Agreement) as of the Acquisition Merger Effective Time (as defined in the Business Combination Agreement).
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Earnout Participant means each holder of Company Common Stock (after giving effect to the Conversion and including Company Restricted Shares), Company Options (whether vested or unvested) or Company Warrants, in each case, as of immediately prior to the Effective Time with an Earnout Pro Rata Portion in excess of zero (0).
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Examples of Earnout Participant in a sentence

  • Other than in case of death or disability of the Earnout Participant, Earnout Units may only be transferred by a holder of Earnout Units in connection with a concurrent transfer of OP Units to the same transferee.

  • The parties acknowledge and agree that, effective as of and contingent upon the Closing, Holder shall be deemed an “Earnout Participant” for purposes of the Earnout Provisions and, without limiting the foregoing, shall be entitled to the rights, benefits and privileges, and subject to the restrictions and obligations, of (a) an Earnout Participant under the Earnout Provisions and (b) this Agreement.

  • Pubco, JWAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (i) any payment instructions provided by the Seller Representative or (ii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Earnout Participant shall have any cause of action against Pubco, JWAC or the Company.

  • The Earnout Participant shall be entitled to review and/or audit FMP's records pertaining to calculation of the Earnout Units.

  • Other than in the case of the death or disability of the Earnout Participant, the Earnout Participant shall not transfer its right to receive Earnout Units.

  • In the event Earnout Units are to be issued to each Earnout Participant, the Partnership shall promptly cause such Earnout Units to be issued and the agreement of limited partnership of the Partnership shall be amended to reflect such issuance.

  • In the event Harrisburg Earnout Units are to be issued to the Earnout Participant, the Partnership shall promptly cause such Harrisburg Earnout Units to be issued and the agreement of limited partnership of the Partnership shall be amended to reflect such issuance.

  • Normal climatic conditions have not encouraged most Georgians to be overly concerned about severe weather conditions in the overall acquisition of emergency equipment and design of roadways and buildings.

  • The rights of an Earnout Participant to receive Foothills Earnout Units and Harrisburg Earnout Units shall, at such Earnout Participant's option, be valued and converted into the right to receive OP Units equal to such value upon the occurrence of a merger, consolidation, sale of all or substantially all of the assets of FMP or the Partnership or other change of control transaction, in which the OP Units of the Partnership are converted into the right to receive cash or other consideration.

  • By: Name: Xxxxxx Xxxx Xxxx Title: Chief Executive Officer Earnout Participant Shares to Receive at Earnout Event I Shares to Receive at Earnout Event II Galion-Group Co., Ltd.


More Definitions of Earnout Participant

Earnout Participant means (i) each holder of Participating Units immediately prior to the Effective Time (including any Company Common Units issuable upon conversion of any Company Series B Preferred Units that are Participating Units), other than a Blocker, (ii) each Blocker Owner and (iii) each Earnout Optionholder.
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Earnout Participant means holders of Jiff Series B Preferred Stock, Jiff Series C Preferred Stock, Jiff Starter Stock or Jiff Common Stock and holders of Jiff Options.
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Related to Earnout Participant

  • FTR Participant means any Market Participant that provides or is required to provide Collateral in order to participate in PJM’s FTR auctions.

  • Section 162(m) Participant means any key Employee designated by the Administrator as a key Employee whose compensation for the fiscal year in which the key Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

  • Non-U.S. Participant means any Participant that if it were a Lender would qualify as a Non-U.S. Lender.

  • L/C Participant shall have the meaning provided in Section 3.3(a).

  • CDS Participant means a participant in CDS that holds security entitlements in Units on behalf of beneficial owners of those Units;

  • Employee Participant means an Employee who holds an outstanding Award under the terms of the Plan.

  • Current Participant means a person who participated in the Plan during the Class Period and had an Active Account on May 11, 2018.

  • Program participant means an individual certified by the secretary as a program participant under Iowa Code section 9E.3.

  • Eligible Participant means an employee, officer, consultant or director of the Company or any Affiliate.

  • U.S. Participant means a Participant who is a citizen of the United States or a resident of the United States, as defined in section 7701(a)(30)(A) and section 7701(b)(1) of the Code and any other Participant who is subject to tax under the Code with respect to compensatory awards granted pursuant to the Plan;

  • Covered Participant means a Participant who is a “covered employee” as defined in Section 162(m)(3) of the Code, and the regulations promulgated thereunder, and any individual the Committee determines should be treated as such a covered employee.

  • First Tier Participant refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Designated Participant means such employees or officers of the Company or a related entity of the Company as the Board may designate from time to time as eligible to participate in the Plan;

  • Active Participant means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end of the Plan Year that the Committee determines the Participant no longer meets the eligibility requirements of the Plan.

  • Plan Participant means a person who is eligible to receive, and is receiving, a pension benefit from the Plan.

  • Qualified Participant means an individual who is a participant of Tier 2 and who meets 1 of the following requirements:

  • Major Participant means each Equity Member and each member of the Proposer’s organization: (a) with primary responsibility for design; (b) with primary responsibility for construction; or (c) with a proposed subcontract with a value greater than or equal to 5% of the contract price or $20 million, whichever is greater.

  • Key participant means a sole proprietor, a partner in partnership, or a person with executive managerial control in a corporation. A person with executive managerial control includes persons such as a chief executive officer, chief operating officer and chief financial officer. This definition does not include non-executive managers such as farm, field, or shift managers.

  • Terminated Participant means a person who has been a Participant, but whose employment has been terminated other than by death, Total and Permanent Disability or retirement.

  • Non-Highly Compensated Participant means any Participant who is neither a Highly Compensated Employee nor a Family Member.

  • Market Participant means an entity that, for its own account, produces, transmits, sells, and/or purchases for its own consumption or resale capacity, energy, energy derivatives and ancillary services in the wholesale power markets. Market Participants include transmission service customers, power exchanges, Transmission Owners, load serving entities, loads, holders of energy derivatives, generators and other power suppliers and their designated agents.

  • Study Participant means a person recruited to participate in the Study.

  • Non-Key Employee means any Employee who is not a Key Employee.

  • Section 16 Participant means a participant under the Plan who is then subject to Section 16 of the Exchange Act.

  • Inactive Participant means each Participant (other than a Retired Participant, Deceased Participant or Disabled Participant) who is not in active service as an Outside Director and is not actively employed by a Participating Company.

  • Loan Participant means each Purchaser and its respective successors and registered assigns, including any Certificate Holder.