Earnout Stock definition

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

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 shall have the meaning set forth in the Merger Agreement.

Examples of Earnout Stock in a sentence

• Following achievement of the applicable Earnout Milestone, the Representative may waive such issuance restrictions at any time with respect to all or any portion of the issuable shares; provided, that, in no event shall any Earnout Stock Consideration be issued prior to the expiration or waiver of the Rescission Right.

• If the Earnout Stock Consideration issuable in connection with a Liquidity Event is the result of the closing of a QA, then such shares shall be issued to each Company Member in proportion and at such times as any lock-up restriction applicable to such shares is released.

• Any Earnout Stock Consideration due hereunder shall be issued to the Company Members promptly following, but in any event within 10 calendar days thereof, any date such shares are required to be issued in accordance with this Section 2.7(k).

• To the extent that the 2013 Earnout Value is greater than zero, Partner Company shall be entitled to such number of shares of Earnout Stock (rounded to the nearer whole share) that shall be determined by dividing (y) the 2013 Earnout Value by (z) the average of the daily volume-weighted average prices of the Founder Stock on the New York Stock Exchange for the twenty consecutive trading days prior to and including the second trading day prior to December 31, 2013, rounded to the nearer whole cent.

• 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 has the meaning set forth in Section 2.9.

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

Earnout Stock has the meaning set forth in Section 2.2(d)(vi).

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

Earnout Stock is defined in Section 2.7.4.

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