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

• 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.

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• 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.

• 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.

• 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.

• 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.

• 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 all of the Purchaser Common Stock issued in accordance with Section 3.1(g).

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.

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