Earnout Rights definition

Earnout Rights means the 17,500,000 Earnout RCUs and the 17,500,000 Earnout RSRs in respect of Post-Combination ProKidney Common Units and New ProKidney Class B ordinary shares, respectively, that the Earnout Participants will receive and that will vest in three equal tranches upon the achievement of certain New ProKidney share price milestones or certain change of control events;
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Earnout Rights has the meaning assigned to such term in the LTIP.
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Earnout Rights means, collectively, the First Earnout Rights, the Second Earnout Rights, the Third Earnout Rights and the Fourth Earnout Rights.
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Examples of Earnout Rights in a sentence

  • The Earnout Rights shall be issued through the “Nesher system” of the TASE.

  • This Agreement shall terminate upon the earlier of (a) termination of the Merger Agreement in accordance with its terms; (b) the later of (i) the expiration of the Lock-Up Period and (ii) the date in which all Earnout Shares to which Holder may be entitled to receive pursuant to Holder’s Earnout Rights have been issued to Holder; (c) the expiration of the Earnout Period; and (d) mutual written agreement by the parties.

  • WinVest will use commercially reasonable efforts to cause the Closing Stock Consideration, the Xtribe Financing Stock Consideration and any WinVest Common Stock issuable pursuant to the Earnout Rights issued or issuable pursuant to this Agreement to be approved for listing on the Nasdaq as promptly as practicable following the date hereof, subject to official notice of issuance prior to the Closing Date.

  • No interest in Holder’s Earnout Rights may be sold, transferred assigned, pledged, hypothecated, encumbered or otherwise disposed of, except by operation of law, and any attempt to do so shall be null and void.

  • In the event any holder of Earnout Rights would otherwise be entitled to receive a fraction of a share of WinVest Common Stock, such fractional share shall be rounded to the nearest whole share.

  • Holder’s Earnout Rights do not represent an equity or ownership interest in any entity.

  • Holder’s Earnout Rights will not be represented by any physical certificate or similar instrument.

  • Holder’s Earnout Rights are deemed contractual rights in connection with the Merger and the parties do not view Holder’s Earnout Rights as an investment by Holder.

  • The Closing Stock Consideration and any WinVest Common Stock issuable pursuant to the Earnout Rights and the WinVest Common Stock to be issued in connection with the transactions contemplated by the WinVest Subscription Agreements and Xtribe Subscription Agreements shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

  • The Earnout Rights shall convert automatically (subject to Section 1.2(i) below) into Earnout Shares in accordance with the terms set forth in Section 1.2 below.


More Definitions of Earnout Rights

Earnout Rights means the right of the Holders to receive the Earnout Payment under Section 2.2(b).
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Related to Earnout Rights

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

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

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

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

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

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • 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.

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

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).