Per Share Earnout Consideration definition

Per Share Earnout Consideration means, with respect to each Triggering Event (or the date on which a Change of Control occurs as described in Section 3.03(c)) with respect to each Eligible Company Equityholder, a number of shares of Surviving Corporation Common Stock equal to (i) the number of Earnout Shares applicable to such Triggering Event or Change of Control, divided by (ii) the Adjusted Aggregate Fully Diluted Company Common Shares.

Per Share Earnout Consideration means the Earnout Consideration divided by the Earnout Fully-Diluted Share Number.

Per Share Earnout Consideration means, with respect to any Earnout Consideration that becomes payable to the Securityholders pursuant to Section 1.1(b) of the Company Disclosure Schedule, an amount, rounded to four decimal places and payable partially in cash and partially in shares of Parent Common Stock as set forth in clause (f) of Section 1.1(b) of the Company Disclosure Schedule, equal to (a) the amount of such Earnout Consideration divided by (b) the Fully Diluted Share Number.

Examples of Per Share Earnout Consideration in a sentence

• Exchange RatiosThe Company has determined the final Per Share Closing Consideration, Option Exchange Ratio, and Per Share Earnout Consideration, as of the Closing, to be 1.7058, 1.8282, and 0.1236, respectively.

• Share Escrow Amount, if any, plus (C) the Upward Adjustment, if any, plus (D) only if the aggregate Merger Consideration is equal to or greater than the Breakpoint Amount, the Per Share Earn-out Consideration, if any (the consideration set forth in the foregoing clauses (A), (B), (C), and (D) collectively, the “Per Share Series A-2 Merger Consideration”).

• In addition, at the Company Merger Effective Time, each holder of an Exchanged Option shall receive Earnout RSUs in respect of a number of Earnout RSU Shares in accordance with Section 3.04(h), equal to (i) the number of Company Common Shares B subject to such Company Option (assuming payment in cash of the exercise price of such Company Option) immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Share Earnout Consideration.

• Each Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in respect thereof (and, if any Earnout Milestone is achieved pursuant to Section 3.09, the applicable Per Share Earnout Consideration).

• In no event shall the shares of Acquiror Common Stock issued as part of the Per Share Earnout Consideration (including as required to be issued under this Agreement by virtue of the Company Investor Incentive Plan) exceed 2,000,000 shares.

More Definitions of Per Share Earnout Consideration

Per Share Earnout Consideration means an amount of cash equal to the quotient obtained by dividing (i) the Earnout Amount by (ii) the Total Outstanding Shares.

Per Share Earnout Consideration means a number of shares of Acquiror Common Stock equal to: (a) the applicable Earnout Consideration (provided, that such Earnout Consideration shall be reduced by the aggregate number of shares of Acquiror Common Stock issuable pursuant to Section 2(b)(iii) of the Company Investor Incentive Plan in respect of each Participation Incentive Award granted thereunder), divided by (b) the Adjusted Fully Diluted Number.

Per Share Earnout Consideration means the quotient obtained by dividing (A) the Final Earnout Amount by (B) the Total Outstanding Shares.

Per Share Earnout Consideration means, with respect to each Triggering Event (or the date on which a Change of Control occurs as described in Sections 3.04(c)(ii)-3.04(c)(iv)), with respect to each Eligible Company Equityholder, a number of Holdings Common Shares A equal to (i) the sum of (A) the number of Holdings Common Shares A issued in connection with such Triggering Event or Change of Control plus (B) the number of Earnout RSU Shares issued in connection with such Triggering Event or Change of Control, divided by (ii) the Company Outstanding Shares.

Per Share Earnout Consideration means, with respect to each Triggering Event (or the date on which a Change of Control occurs as described in Section 3.03(c)(ii)-(iv)), (a) with respect to the Company Founder, a number of shares of Surviving Corporation Class X Common Stock equal to (i) the number of Earnout Shares applicable to such Triggering Event or Change of Control, divided by (ii) the Adjusted Company Outstanding Shares, and (b) with respect to each Eligible Company Equityholder other than the Company Founder, a number of shares of Surviving Corporation Class A Common Stock equal to (i) the number of Earnout Shares applicable to such Triggering Event or Change of Control, divided by (ii) the Adjusted Company Outstanding Shares.

Per Share Earnout Consideration means, with respect to each Triggering Event, a number of shares of Newco Common Stock equal to (i) the Earnout Issuance Number, divided by (ii) the sum of (A) the Company Shares Outstanding, plus (B) the number of shares of Company Common Stock issued or exercisable upon the exercise of all Unvested Company Options and settlement of Unvested Company RSUs as of immediately prior to the Closing (excluding any such Unvested Company Options and Unvested Company RSUs to the extent the applicable Earnout RSUs issued with respect to such Unvested Company Option or Unvested Company RSU has been forfeited and not reallocated pursuant to Section 4.11(e) prior to such Triggering Event).

Per Share Earnout Consideration means, with respect to any payment of the Earnout Consideration (or any portion thereof) under the Earnout Agreement, (i) such Earnout Consideration (or any portion thereof) minus the applicable Earnout Payments to Qualified Recipients, divided by (b) the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (other than the Cancelled Shares). “Person” shall mean an individual or entity, including a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity (or any department, agency, or political subdivision thereof). “Personal Data” shall mean, in addition to all information defined or described by the Company as “personal information,” “personally identifiable information,” “PII,” or using any similar term in any Company Privacy Policy or other public-facing statement: (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number, biometric identifiers, or any other piece of information that reasonably allows for the identification or location of, or contact with, a natural person (and for greater certainty includes all such information with respect to employees); (ii) any other information defined as “personal data”, “personally identifiable information”, “individually identifiable health information,” “protected health information,” or “personal information” under any Legal Requirement; and (iii) any information that is associated, directly or indirectly (by, for example, records linked via unique keys), with any of the foregoing. “Philips Joint Development Agreement” means that certain Joint Development Agreement, dated as of August 29, 2008, by and between the Company and Philips North America LLC (formerly, Philips Electronics North America Corporation). “Plans” shall mean the Company’s 2014 Stock Incentive Plan. “Positive Adjustment” shall mean an amount equal to the excess, if any, of