Per Share Earnout Amount definition

Per Share Earnout Amount means the quotient of (x) the Earnout Payment, if any, divided by (y) Total Fully Diluted Outstanding Shares.
Sample 1
Per Share Earnout Amount means an amount equal to (1) the sum of the Earnout Amount, divided by (2) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time of the First Merger (assuming the exercise of all Company Options and the exercise of all warrants and other convertible securities to acquire Company Common Stock). Qualifying Bookings are Acquiror’s or any of its Subsidiaries’ (including the Company’s) bookings of Orchestrator deals (including the license, maintenance and service portions of such bookings) with existence and amount of bookings to be determined per Opsware’s standard booking policy set forth on Exhibit A, in each case less the Applicable Commissions.
Sample 1
Per Share Earnout Amount means the quotient obtained by dividing the Earnout Amount by the Fully Diluted Shares.
Sample 1

Examples of Per Share Earnout Amount in a sentence

  • It is acknowledged by both parties that YCA’s scope of services does not include any services related to asbestos or hazardous or toxic materials.

  • Ordinary Shares equal to (i) the number of shares of Company Common Stock subject to such Company Option, multiplied by (ii) the Exchange Ratio, then rounded down to the nearest whole number and (B) be entitled to receive the Per Share Earnout Amount, if any, payable pursuant to Section 2.3(b) hereof.

  • The Per Share Earnout Amount will be paid in cash as provided below.

  • In respect of the Per Share Earnout Amount, each Company Holder who has remained an employee of the Surviving Corporation, Parent or an Affiliate of Parent, as applicable, as of the Earnout Determination Date shall have no further requirement of continued service to earn the Per Share Earnout Amount in respect of any shares of Company Common Stock that were subject to such Company Holder’s unvested Company Options.


More Definitions of Per Share Earnout Amount

Per Share Earnout Amount means an amount equal to the quotient obtained by dividing (i) the Total Earnout Amount by (ii) the Earnout Base Share Number.
Sample 1
Per Share Earnout Amount means the Earnout Amount divided by the Outstanding Shares, rounded to four decimal places.
Sample 1
Per Share Earnout Amount means an amount equal to the quotient of (i) the Earnout Amount divided by the Fully Diluted Earnout Share Number.
Sample 1

Related to Per Share Earnout Amount

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

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

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

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

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

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

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

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

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).