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.

Earnout Share Consideration means the number of shares of Buyer Common Stock issued to Sellers as Earnout Consideration.

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.

Examples of Earnout Share Consideration in a sentence

• The Members shall only be entitled to receive the Earnout Share Consideration from one Earnout Tranche in any twelve month period and if the Members qualify to receive two or more Earnout Tranches in any such twelve-month period, the Members’ Representative can elect which such Earnout Tranche the Members will receive.

• 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").

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• 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.

• 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.

• Therefore, CONTRACTOR shall not be responsible for applying any postage stamp (metering) on VBM Ballot packets.

• As described above, if approved, the share-based merger consideration issuable to existing Seller securityholders will equal approximately 21% of our issued and outstanding securities as of the Closing Date, and approximately 41% of our issued and outstanding securities as of the Closing Date, assuming the Earnout Share Consideration is earned, subject to certain adjustments.

• Holdco or Netfin, as the case may be, shall pay, or cause to be paid, with respect to the acquisition of the Target Company Ordinary Shares acquired pursuant to Section 3.1, aggregate consideration consisting of (a) the Cash Consideration, (b) the Holdco Ordinary Share Consideration and (c) the Earnout Share Consideration, if any, which Earnout Share Consideration will be determined and, if applicable, payable after the Closing pursuant to Section 3.5.

• 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.

• Within 10 Business Days of each Milestone Event, Holdco shall issue the corresponding Earnout Share Consideration to the Stockholders.

More Definitions of Earnout Share Consideration

Earnout Share Consideration has the meaning set forth in Section 3.5(a).

Earnout Share Consideration means, as applicable, the First Earnout Share Consideration and the Second Earnout Share Consideration.

Earnout Share Consideration means all of the Purchaser Common Stock issued in accordance with Section 3.1(g).

Earnout Share Consideration means up to 9,356,459 shares of Common Stock issued as an earnout in accordance with the Acquisition Agreement.

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.