Eligible Company Equityholder definition
Examples of Eligible Company Equityholder in a sentence
Any Restricted Earnout Share that remains subject to forfeiture at the expiration of the Earnout Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Restricted Earnout Share.
In lieu of any fractional share of R▇▇▇ Common Stock to which any Eligible Company Equityholder would otherwise be entitled in respect of Earnout Shares, the Exchange Agent shall round up or down to the nearest whole share of R▇▇▇ Common Stock, as applicable, with a fraction of 0.5 rounded up.
Any Earnout Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Eligible Company Equityholder who remain entitled to receive Earnout Shares in accordance with their respective Pro Rata Shares.
No Eligible Company Equityholder shall, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Earnout Shares until the date on which the relevant Triggering Event has occurred as described in Section 3.03(f) and such shares have been released to the Eligible Company Equityholders.
For the avoidance of doubt, in the event that neither of the Share Targets shall have been achieved, no Eligible Company Equityholder shall be entitled to any Contingency Consideration.
Notwithstanding anything in this Agreement to the contrary, any Earnout Shares issuable under to any Eligible Company Equityholder (or than with respect of Company Options or Company RSUs held by such Eligible Company Equityholder) shall be issued to such Eligible Company Equityholders based on the relative ownership of such Eligible Company Equityholders at the time of the corresponding Triggering Event that causes such Earnout Shares to become issuable.
In lieu of any fractional share of DCRB Class A Common Stock to which any Eligible Company Equityholder would otherwise be entitled in respect of Earnout Shares, the Exchange Agent shall round up or down to the nearest whole share of DCRB Class A Common Stock, as applicable, with a fraction of 0.5 rounded up.
In lieu of the issuance of any such fractional share, DHHC shall pay to each Eligible Company Equityholder who otherwise would be entitled to receive such fractional share an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (a) the amount of the fractional share interest in a DHHC Class A Share or New DHHC Class B Share, as the case may be, to which such holder otherwise would have been entitled but for this Section 2.10, multiplied by (b) $10.00.
The Company hereby waives, and the Letter of Transmittal that shall be required to be delivered by each Eligible Company Equityholder as a condition to receipt of any consideration hereunder shall include a waiver of, any and all claims that the Consideration Schedule did not accurately reflect the terms of the Company Governing Documents.
Any Earnout RSU that remains subject to forfeiture at the expiration of the Earnout Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Earnout RSU or the related Earnout RSU Share.