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.
If, after the Effective Time, Company Certificates representing Company Stock are presented to Acquiror for any reason, they shall be cancelled and exchanged for the applicable Per Share Merger Consideration (and, if any Earnout Milestone is achieved pursuant to Section 3.09, the applicable Per Share Earnout Consideration) in respect thereof as provided in this Agreement.
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”).
Until surrendered as contemplated by this Section 3.03, each Certificate entitled to receive the applicable Company Closing Consideration in accordance with Section 3.02(b) shall be deemed at all times after the Company Merger Effective Time to represent only the right to receive upon such surrender the applicable Company Closing Consideration and any additional Per Share Earnout Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.02(b).
Except for the Per Share Earnout Consideration set forth in Section 3.04, the Company Closing Consideration payable upon conversion of the Company Shares and the Company Convertible Notes pursuant to Sections 3.02(b) and 3.03(l) shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Shares and the Company Convertible Notes.