Earnout Stock definition

Earnout Stock means, (i) with respect to the First Stock Revenue Target or Second Stock Revenue Target, a number of validly issued, fully paid and non-assessable shares of Buyer Stock, equal to the quotient of $5,000,000 divided by the 360-Day VWAP (as measured as of the final day of the applicable Earnout Period) and (ii) with respect to the Third Stock Revenue Target, a number of validly issued, fully paid and non-assessable shares of Buyer Stock, equal to the quotient of $2,500,000 divided by the 360-Day VWAP (as measured as of the final day of the applicable Earnout Period).

Earnout Stock means common stock in QSGI subject to the restrictions set forth in SEC Rule 145(d) of the 1933 Act.

Earnout Stock has the meaning set forth in Section 2.7(a)(ii).

Examples of Earnout Stock in a sentence

• Notwithstanding anything to the contrary in this Agreement, the Parties shall make any appropriate adjustments to Exhibit B and each Seller’s Pro Rata Share and Earnout Stock to account for any such new Seller.

• That portion Earnout being paid in cash shall be paid by wire transfer of immediately available funds to an account designated by Seller, and, subject to Section 4.7 below, that portion of the Earnout being paid via issuance of Earnout Stock shall be determined by dividing the applicable Earnout by the Share Price for the applicable period.

• The shares of Purchaser Common Stock to be issued to Sellers in connection with the Initial Stock Payment and the Earn-out Stock Payment, respectively, when issued in accordance with the Agreement, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Encumbrances, and issued in compliance with applicable federal and state securities Laws.

• Refer to Adjustment “T” for recording the impact of change in fair value of the earnout liability and the reclassification of the earnout liability from liability to equity classification as the Earnout Stock vested on November 9, 2021 upon meeting the Earnout Milestone Events.

• It being understood that a shareholder voting against the right to issue Earnout Stock will be granted the shorter of (i) the period of time granted to such shareholder under Delaware law or (ii) a fifteen (15) days to purchase its prorata portion of the Common Stock that would be issued so that such dissenting shareholder’s interest will not be diluted and the monies from said sale will be used to pay the Earnout compensation then due to Seller.

More Definitions of Earnout Stock

Earnout Stock shall have the meaning set forth in the Merger Agreement.

Earnout Stock shall have the meaning set forth in Section 1.7.8.

Earnout Stock means 16,500,000 shares of Acquiror Common Stock, minus the aggregate number of Company RSUs granted pursuant to Section 5.07 from the Incentive RSU Pool that are outstanding as of immediately prior to Closing.

Earnout Stock means 22,809,500 shares of Acquiror Common Stock.

Earnout Stock is defined in Section 2.1.2(b).

Earnout Stock means those shares of Merger Stock received by Stockholder subsequent to the closing of the Merger.

Earnout Stock means the aggregate of the 2017 Earnout Stock, the 2018 Earnout Stock and the 2019 Earnout Stock.