Earnout Securities definition
Examples of Earnout Securities in a sentence
In the event that a Company Securityholder had more than one grant of Converted Options as of immediately prior to the Effective Time, the issuance of the Earnout Securities shall be apportioned among each of such grants of Converted Options as if each grant were held by a different person.
Notwithstanding the foregoing, the issuance of the Earnout Securities shall be subject to withholding pursuant to Section 3.03(g).
Seller understands and agrees that the Rollover Units and any Earnout Securities, if applicable, may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available thereunder, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
As described in the BCA, such Earnout Securities are subject to vesting upon the occurrence of any Triggering Event (as defined in the BCA, which includes certain Change of Control (as defined in the BCA) transactions).
Upon the Closing, the Earnout Securities shall be subject to restrictions on transfer, as more fully described in Section 2.5(b)(iv), and subject to forfeiture in the event such Earnout Securities are not earned in accordance with Section 2.5(c).
Parent shall cause any Earnout Securities, when issued, to be duly authorized, validly issued, fully paid and non-assessable, as applicable to limited liability company interests or shares of a corporation based on the issuer of the applicable Earnout Securities.
The Purchaser Support Party’s Sponsor Earnout Securities will vest only upon the occurrence of Triggering Event I.
In such event, all Sponsor Earnout Securities shall vest as of immediately prior to the consummation of such Change of Control, and the Purchaser Support Party shall be eligible to participate in such Change of Control with respect to the Sponsor Earnout Securities.
In such event, the applicable Sponsor Earnout Securities that would have vested (but did not vest during such period) pursuant to Section 1.12(a) or Section 1.12(d) shall be automatically forfeited and deemed transferred to the Purchaser and shall be cancelled by the Purchaser and cease to exist.
The Vendors hereby undertake not to dispose of any of the Consideration Securities or the Earn-out Securities (without the prior written consent of the Purchaser) unless such disposal is executed through the Purchaser's brokers designated in writing by the Purchaser from time to time and in keeping with the rules of the SEC.