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;
Sample 1Sample 2
Earnout Rights means the right of the Holders to receive the Earnout Payment under Section 2.2(b).
Sample 1
Earnout Rights means, collectively, the First Earnout Rights, the Second Earnout Rights, the Third Earnout Rights and the Fourth Earnout Rights.
Sample 1

Examples of Earnout Rights in a sentence

  • The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights").

  • The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020.

  • On February 26, 2020 in connection with its dissolution and liquidation and pursuant to the terms of a Distribution Agreement, CBDH distributed the Earnout Rights to its members, including the Sumichrast 2017 Family Trust ("Family Trust"), on a pro rata basis.

  • Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to$12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.

  • Reflects Earnout Rights acquired pursuant to the business combination (the "Business Combination") between the Issuer (which was formerly known as CM Life Sciences, Inc.

  • Upon exercise of the Earn-out Rights, the Issuable Earn-out Shares will be issued to Quwan EOR Limited held by Earn-out Trust for the benefits of the Earn-out Participants.

  • While this change in the measurement date has no effect on the number of remaining Earnout Shares issuable under the Earnout Rights, nor the revenue targets, it will result in the issuance of the Earnout Shares associated with the third marketing period (assuming the revenue targets are met under the terms of the Merger Agreement) on a quarterly basis instead of at the end of the 18 month period.

  • The Earnout Rights were received pursuant to the terms of the Business Combination Agreement.

  • The Company had also determined (as approved by the Board and the Compensation Committee of the Board) that Ms. Cook’s Earnout Rights will remain outstanding and eligible to vest following her retirement upon the occurrence of the applicable earnout dates.

  • Roivant's Earnout Rights became fixed and irrevocable on the Closing Date.


More Definitions of Earnout Rights

Earnout Rights has the meaning assigned to such term in the LTIP.
Sample 1

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 set forth in Section 2.6 below.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • 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 Borrower 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 Borrower 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 is defined in Section 2.5(c).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

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

  • 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Initial Consideration shall have the meaning set forth in Section 5.01.