Earnout Stock Consideration definition

Earnout Stock Consideration shall have the meaning defined in Section 2.5.1.
Sample 1
Earnout Stock Consideration means the shares of Parent Common Stock that may be issued in connection with any Earnout.
Sample 1
Earnout Stock Consideration means either the First Earnout Stock Consideration or Second Earnout Stock Consideration, as applicable.
Sample 1

Examples of Earnout Stock Consideration in a sentence

  • Each of the parties hereto (other than the Securityholders’ Agent) shall use its reasonable best efforts to cause the issuance of the Initial Stock Consideration and any Earnout Stock Consideration to validly qualify for an exemption from the registration and prospectus delivery requirements of the Securities Act and the equivalent state “blue sky” Legal Requirements, as well as any applicable foreign securities Legal Requirements.

  • Each Effective Time Holder understands and agrees that the Parent Common Stock underlying the Initial Stock Consideration and the Earnout Stock Consideration may have to be held indefinitely unless the transfer of such Parent Common Stock is registered under the Securities Act or an exemption from registration is available.

  • Parent shall, prior to the issuance of Parent Common Stock comprising the Adjusted Total Earnout Stock Consideration file with The New York Stock Exchange all required documentation with respect to the shares of Parent Common Stock comprising such Adjusted Total Earnout Stock Consideration.

  • Parent shall not be required to: (i) transfer on its books any Initial Stock Consideration or Earnout Stock Consideration that has been sold or otherwise transferred in violation of any of the provisions of this Agreement; or (ii) treat as owner of such Initial Stock Consideration or Earnout Stock Consideration, or to accord the right to vote or pay dividends, to any purchaser or other transferee to whom such Initial Stock Consideration or Earnout Stock Consideration has been purportedly so transferred.

  • Parent shall be reasonably satisfied that the issuance of all Initial Stock Consideration and Earnout Stock Consideration shall validly qualify for an exemption from the registration and prospectus delivery requirements of the Securities Act and the equivalent state “blue sky” Legal Requirements, as well as any applicable foreign securities Legal Requirements.

  • For purposes of determining the Earnout Stock Consideration with respect to any Earnout Period pursuant to the preceding sentence, each such shares of Integral Common Stock shall be deemed to have a per share value equal to the average of the daily last trade of the Integral Common Stock as reported in the Nasdaq National Market for the thirty (30) trading day period ending two (2) trading days immediately preceding the last calendar day of such Earnout Period.

  • The "Earnout Stock Consideration" with respect to any Earnout Period shall mean that certain number of shares of Integral Common Stock having an aggregate value equal to fifth percent (50%) of the Contingent Purchase Price with respect to each Earnout Period.

  • Parent shall take all corporate action necessary to authorize and have available for issuance at the Closing a sufficient number of shares of Parent Common Stock required for delivery of the Aggregate Stock Consideration and the Aggregate Earnout Stock Consideration to the Exchange Agent in accordance with Section 2.4 and Section 2.15 hereof.

  • THK covenants and agrees that it will seek approval from its shareholders for the issuance of the Earnout Stock Consideration to the extent it does or will exceed 20% of the outstanding shares of THK Common Stock at the next annual or special meeting of its shareholders held after the annual meeting scheduled for March 14, 2006 or any postponements or adjournments thereof.


More Definitions of Earnout Stock Consideration

Earnout Stock Consideration as defined in Section 1.6(c)(iii)
Sample 1
Earnout Stock Consideration shall have the meaning given in the Recitals.
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Earnout Stock Consideration has the meaning set forth in Section 1.3(b).
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Related to Earnout Stock Consideration

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

  • 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).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • 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.

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

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

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

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • 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.

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).