Earnout Voting Shares definition

Earnout Voting Shares means the 25,500,000 shares of Class V voting stock to be issued to one of the Members at Closing. “Economic Common Stock” means Class A common stock together with Class B common stock.
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Earnout Voting Shares has the meaning set forth in the Recitals.
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Earnout Voting Shares means a number of shares of Buyer Class B Voting Stock subject to the restrictions set forth in Section 3.7(b)(iv) of this Agreement issued to the Company Unitholders in connection with the Company Merger.
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Examples of Earnout Voting Shares in a sentence

  • The Sellers Earnout Company Units and the Sellers Earnout Voting Shares shall be allocated to Sellers on a Pro Rata Basis, the Founder Holders Earnout Shares shall be allocated to the Founder Holders (on a Pro Rata Basis) and the Buyer Earnout Company Units shall be allocated to the Buyer, in each case in accordance with this Section 2.9.

  • Represents the issuance of the Earnout Shares consisting of 2.3 million shares of Class A Common Stock (Blocker Owner Earnout Shares) and 3.8 million shares of Class B Common Stock (Earnout Voting Shares).

  • Upon the Closing, the Earnout Voting Shares and Earnout Company Units shall be subject to restrictions on transfer, as more fully described in Section 2.6(b)(iv), and subject to forfeiture in the event such Earnout Voting Shares and Earnout Company Units are not earned in accordance with Section 2.6(c).

  • The Earnout Voting Shares and Member Earnout Units shall be allocated to the Members on a Pro Rata Basis in accordance with this Section 2.5.

  • Notwithstanding anything to the contrary contained herein, no evidence of book-entry shares representing any fractional share of Buyer Class A Common Stock, Buyer Class B Voting Stock, Common Units, Blocker Owner Earnout Shares, Earnout Voting Shares or Earnout Common Units shall be issued in exchange for Blocker Units or Company Units.

  • The "Seller Lock-Up Period" shall be the period commencing on the Closing Date and continuing until the date that is one hundred eighty (180) days after the Closing Date; provided that, the Seller Lock-Up Period with respect to any Sellers Earnout Company Units and the Sellers Earnout Voting Shares shall not end prior to the date that such Sellers Earnout Company Units and Sellers Earnout Voting Shares are earned in accordance with the BCA.

  • The following summarizes the approximate pro forma ownership of common stock of the Combined Company following the business combination: (1) Includes 10,000,000 Earnout Voting Shares which are subject to forfeiture if the Earnout triggering events are not achieved and excludes up to 3,887,750 shares of Class A common stock to be issued to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgements.

  • BaySide will provide to Ventyx upon request a copy of all such records.

  • The 3.8 million Earnout Voting Shares have only voting rights and therefore are not entitled to receive any distributions.


More Definitions of Earnout Voting Shares

Earnout Voting Shares has the meaning set forth in the Business Combination Agreement.
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Related to Earnout Voting Shares

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the ICAV or the relevant Fund.

  • Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;

  • Special Voting Share means, in relation to the Corporation, the Carnival Special Voting Share and, in relation to P&O Princess, the P&O Princess Special Voting Share.

  • Subordinate Voting Shares means subordinate voting shares in the capital of the Company.

  • Non-Voting Common Stock means the Non-Voting Common Stock, par value $0.01 per share, of the Company.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Common Shareholders means the holders of the Common Shares.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Company Shares has the meaning set forth in the Recitals.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Common Stockholders means holders of shares of Common Stock.

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Preferred Shareholders means the holders of Preferred Shares.

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

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Voting Common Stock means the Voting Common Stock, par value $.01 per share, of the Company.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Dissenting Shareholders has the meaning set forth in Section 2.06.