Ownership Interest Share definition

Ownership Interest Share is defined in Section 1(e)(ii)(A).

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Ownership Interest Share of each Holder means the amount, expressed as a percentage, each Holder is entitled to receive of the Merger Consideration pursuant to the Fuse Limited Liability Company Agreement in effect prior to the Effective Time; and (B) “Merger Consideration” means an aggregate of 3,600,000 shares of TEEE common stock (on a post-Reverse Stock Split basis), representing 90% of the issued and outstanding common stock of TEEE after giving effect to the Merger (on a post-Reverse Stock Split basis).

Ownership Interest Share of each Seller means the amount, expressed as a percentage, each Seller is entitled to receive of that portion of the Purchase Consideration paid to Sellers;

Examples of Ownership Interest Share in a sentence

As soon as any Outstanding Escrow Claims are resolved pursuant to the procedures set forth in this Article 7, the Escrow Agent shall release any remaining Escrowed Shares and Escrowed Cash held by the Escrow Agent pursuant to the terms of the Escrow Agreement to the Effective Time Holders based on their Ownership Interest Share.
Except as set forth below, any amounts payable by the Effective Time Holders pursuant to Section shall be satisfied solely and exclusively by (A) the Effective Time Holders surrendering Escrowed Shares in proportion to their Ownership Interest Share in accordance with the terms of the Escrow Agreement, and (B) if and to the extent that a Buyer Indemnified Party is entitled to indemnification in amounts in excess of any then remaining Escrowed Shares, Parent’s withholding of the delivery of Earn-out Shares.
The Unaccredited Investors to receive cash will be determined by starting with that Effective Time Holder who is not an Accredited Investor owning the smallest Ownership Interest Share, and continuing upward based on the amounts of Ownership Interest Share until the total number of Effective Time Holders who are Unaccredited Investors is 30.
Except for the Escrowed Shares and Escrowed Cash that remains in escrow subject to an Outstanding Escrow Claim as of the Survival Period Termination Date, if any, title and all rights to the remaining Escrowed Shares and Escrowed Cash shall automatically transfer to the Effective Time Holders based on their Ownership Interest Share.
Should all of the AMI Parties elect to participate in an acquisition of an Acquired Interest, upon payment of its Ownership Interest Share of the acquisition costs (or to the extent not yet due, upon agreement to pay when due), each AMI Party shall be entitled to its Ownership Interest Share of the Acquired Interest, and the Acquiring Party shall execute an Assignment, in substantially the form attached hereto as Exhibit B, in favor of the Notified Parties.
The AMI Parties that acquire part of a non-participating AMI Party's Ownership Interest Share in an Acquired Interest shall be responsible for a proportionate share of such non-participating AMI Party's share of the costs of such Acquired Interest.

More Definitions of Ownership Interest Share

Ownership Interest Share of each Effective Time Holder means the amount, expressed as a percentage, (A) each Effective Time Holder (other than the Bonus Unitholders) is entitled to receive of the Net Merger Consideration and the Earn-out Consideration and (B) each Bonus Unitholder is entitled to receive of the Net Merger Consideration, in each case pursuant to the Operating Agreement and/or the terms of such Effective Time Holder’s Outstanding Options and/or Outstanding Warrants and/or Bonus Award Units, as the case may be; (ii) “Merger Consideration” means $30,500,000, plus or minus the Working Capital Adjustment, if any, plus the amount of Cash as of the Closing Date; (iii) “Net Merger Consideration” means the Merger Consideration, minus each of (A) the Indebtedness Pay-Off Amount, (B) the Paid Transaction Costs, (C) the Accrued Dividends, (D) the Representative Holdback Amount, and (E) the Unaccredited Investor Amount, excluding any earn-out portion (the sum of the deductions referenced in clauses (A) through (E), the “Deductions”); (iv) the “Parent Volume Weighted Average Price” means $2.62; (v) “Earn-out Consideration” has the meaning determined in accordance with Section 1.10; and (vi) “Total Merger Consideration” means the sum of the Net Merger Consideration and the Earn-out Consideration. The Net Merger Consideration shall be paid in the form of: (a) 9,732,824 shares of Parent Common Stock (the “Parent Stock Consideration”); and (b) cash in an amount of $5,000,000 plus the amount of Cash at the Closing Date, plus or minus the Working Capital Adjustment, minus the Deductions (such balance, the “Cash Consideration”) provided that if the Cash Consideration is a negative number then the number of shares of Parent Common Stock deliverable as Net Merger Consideration shall be reduced in an amount equal to the amount of such negative number divided by the Parent Volume Weighted Average Price. The Earn-Out Consideration shall be paid in the form of that number of authorized shares of Parent Common Stock equal to the quotient of the Earn-Out Consideration divided by the Parent Volume Weighted Average Price, rounded up or down to the nearest whole share; provided however, that in no event shall the aggregate number of shares of Parent Common Stock issued as Total Merger Consideration exceed 13,600,000; and provided further, however, that any portion of the earn-out payable to the Effective Time Holders entitled thereto who are recipients of the Unaccredited Investor Amount shall be ...

Ownership Interest Share is defined in Section 1.6(b). Because the Bonus Unitholders do not share in the Earn-out Consideration pursuant to the terms of the Bonus Plan, the Ownership Interest Share of the Effective Time Holders will be different for the Net Merger Consideration than for the Earn-out Consideration, and this difference shall be reflected on the Spreadsheet.

Ownership Interest Share or "Participation Share" shall mean, relative to any particular Prospect Area and unless expressly provided otherwise herein, the respective interests set out for each of BOG and Aspect in Exhibit C hereto; provided that, in the event fewer than all of the AMI Parties elect to participate in any particular Acquired Interest within a Prospect Area, the Ownership Interest Shares and Participation Shares shall be adjusted as to such Acquired Interest as more particularly described in Article II, below.