Earnout Securities definition

Earnout Securities means the Earnout RSUs and the Earnout Shares.
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Earnout Securities means, collectively, the Member Earnout Units, the Earnout Voting Shares, the Sponsor Earnout Shares, and the Sponsor Earnout Units.
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Earnout Securities shall have the meaning set forth in Section 2.10(b) of this Agreement.
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Examples of Earnout Securities in a sentence

  • However, using Marcus theory the po- laron contribution to the activation of the mobility is insignificant.

  • Notwithstanding the foregoing, the issuance of the Earnout Securities shall be subject to withholding pursuant to Section 3.03(g).

  • As of September 30, 2021, the Triggering Events had not yet been met with respect to the Series E-2 Earnout Securities, and therefore all of such units are presented as unvested in the table above.

  • 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.

  • AINC shall at all times reserve for issuance from its authorized but issued shares of AINC Common Stock the maximum number of Earnout Securities issuable pursuant to this Agreement.

  • On July 21, 2021, a Triggering Event occurred with respect to one-half of the Earnout Securities, as the volume weighted average Class A Share price equaled or exceeded $12.50 per share for 20 consecutive trading days ending July 21, 2021.

  • 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.

  • 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.

  • If, at or following the five (5)-year anniversary of the Closing Date, the $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone have not occurred, none of the Earnout Securities shall be issued.

  • Seller is acquiring the Rollover Units and any Earnout Securities, if applicable, for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Rollover Units or any Earnout Securities, if applicable, in violation of any federal or state securities laws.


More Definitions of Earnout Securities

Earnout Securities. ’ means the Earnout RSUs and the Earnout Shares.
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Earnout Securities has the meaning set forth in Section 4.26.
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Earnout Securities has the meaning set forth in the Recitals.
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Earnout Securities means AINC Common Stock, Parent Units, Series CHP Convertible Preferred Units, or any combination thereof, as determined by Parent in its sole discretion.
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Related to Earnout Securities

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

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Qualifying Capital Securities means securities (other than Common Stock, Rights to acquire Common Stock or securities exchangeable for or convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors (or a duly authorized committee thereof) reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • Series B Securities means the 11-1/2% Senior Notes due 2007, Series B, of the Company to be issued pursuant to this Indenture in exchange for the Series A Securities pursuant to the Registered Exchange Offer and the Registration Rights Agreement.

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

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

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Series A Securities means the Company's 9.25% Series A Junior Subordinated Deferrable Interest Debentures due February 1, 2027, as authenticated and issued under this Indenture.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Lock-Up Securities has the meaning specified in Section 5.6.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

  • Liquid Securities means securities that are publicly traded on the New York Stock Exchange, NYSE MKT, the Nasdaq Stock Market or any other regulated stock exchange in the United States, Canada, Europe or Australia (or any of their successors) and as to which the Company is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement under the Securities Act covering the resale thereof is in effect for as long as the securities are held; provided that securities meeting such requirements shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (a) the date on which such securities are sold or exchanged for cash or Cash Equivalents and (b) 180 days following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Cash Equivalents within 180 days of receipt thereof, for purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with Section 4.12 , such securities shall be deemed not to have been Liquid Securities at any time.

  • Refused Securities has the meaning ascribed to such term in Section 4.1(c)

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Subject Securities means: (i) all securities of the Company (including all shares of Company Common Stock and all options and other rights to acquire shares of Company Common Stock and any securities issued or exchanged with respect to such shares of Company Common Stock) Owned by the Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options and other rights to acquire shares of Company Common Stock) of which the Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

  • Series A Shares means Series A currency hedged mutual fund shares and/or Series A non-currency hedged mutual fund shares of a fund, as applicable.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).