Earnout Share Consideration definition

Earnout Share Consideration means up to 9,356,459 shares of Common Stock issued as an earnout (the “Earnout”) in accordance with the Business Combination.
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Earnout Share Consideration means up to 9,356,459 shares of Common Stock issued as an earnout in accordance with the Acquisition Agreement. “Founders’ Shares” refers to the 2,875,000 shares of Common Stock issued prior to the IPO.
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Earnout Share Consideration means the number of shares of Buyer Common Stock issued to Sellers as Earnout Consideration.
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Examples of Earnout Share Consideration in a sentence

  • In the event that Buyer and Seller are unable to reach agreement on the Change in Control Share Consideration Amount prior to the occurrence of a Change in Control, the Change in Control Share Consideration Amount shall be equal to the Maximum Earnout Amount and be made in the form of FM Ordinary Shares (the "Maximum Earnout Share Consideration").

  • If, pursuant to the dispute resolution mechanism set forth in Section 10.15 of this Agreement, it is determined that the Alleged Dismissal Earnout Event did not constitute a Dismissal Earnout Event, such determination shall be definitive and no Dismissal Earnout Share Consideration will be payable by Buyer to Seller.

  • Notwithstanding anything to the contrary contained herein, it is understood that the right of the Selling Shareholders to receive First Earnout Share Consideration or Second Earnout Share Consideration is not transferable under any circumstances except by operation of law or the laws of descent and distribution.

  • The declaratory judgment count sought “an order declaring Karin’s right to receive fifty percent of the Initial Share Consideration received by Gregory.” Additionally, the declaratory judgment count sought “an order declaring Karin’s right to receive fifty percent of the Earnout Share Consideration received by Gregory not attributable to Gregory’s post-decree employment efforts.” The breach of contract count alleged damages for respondent’s breach of the PSA.

  • However we have to be careful, since according to equation (3.25) the derivative of the free energy neither transforms as a gradient field nor as a 1-form, i.e., a force.

  • Any Earnout Share Consideration issuable to Sellers pursuant to Section 4.02(b) shall be issued such that each Seller shall receive the number of shares (rounded to the nearest whole share) of Newco Ordinary Shares determined by multiplying (A) the applicable Earnout Share Consideration by (B) the percentage set forth opposite such Seller’s name on Section 4.02(b)(iii) of the Target Company Disclosure Letter.

  • The terms and conditions of the lock-up for the Earnout Share Consideration shall be set forth in the Lock-Up Agreement.

  • The Parties agree that the issue and allotment of the Deferred Share Consideration, First Earnout Share Consideration and Second Earnout Share Consideration, as contemplated in clauses 4.1.3, 4.2.3 and 4.2.4, respectively, shall be implemented within the time periods contemplated in clauses 4.1.3, 4.2.3 and 4.2.4 and in mutatis mutandis the same manner and in accordance with the same processes as contemplated in clauses 7.1 and 7.2 above.

  • Netfin and Holdco shall notify the Stockholders of any Earnout Share Consideration to be paid to the Stockholders promptly following each Milestone Event, but in any event not later than 10 Business Days thereafter.

  • The Closing Payment Shares (including the Escrow Shares) and the Earnout Share Consideration, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable.


More Definitions of Earnout Share Consideration

Earnout Share Consideration means, as applicable, the First Earnout Share Consideration and the Second Earnout Share Consideration.
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Earnout Share Consideration means all of the Purchaser Common Stock issued in accordance with Section 3.1(g).
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Earnout Share Consideration means up to 9,356,459 shares of Common Stock issued as an earnout in accordance with the Acquisition Agreement.
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Earnout Share Consideration has the meaning set forth in Section 3.5(a).
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Earnout Share Consideration means the number of shares of Buyer Common Stock issued to the Sellers as Earnout Consideration.
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Earnout Share Consideration means the number of shares of Buyer Common Stock issued to the Sellers as Earnout Consideration. “Earnout Shares” means any shares of Buyer Common Stock issued to Sellers in satisfaction of any applicable Earnout Share Consideration. “Earnout Share Price” means the final quoted price on the close of Nasdaq as of the Effective Date.
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Related to Earnout Share Consideration

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Earnout Consideration has the meaning set forth in Section 2.8.

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Scheme Consideration means, in respect of:

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

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Sale Consideration means the proceeds of any sale or other disposal of the relevant securities of a Minority Member pursuant to this rule 149.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Equity Consideration has the meaning set forth in Section 2.02.

  • 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.