Per Share Earnout Shares definition

Per Share Earnout Shares means the number of Earnout Shares issued pursuant to the transaction agreement divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding excluded shares);
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Per Share Earnout Shares means the number of Earnout Shares issued pursuant to Section ‎2.9 divided by the number of Company Shares outstanding immediately prior to the Effective Time (excluding the Excluded Shares).
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Examples of Per Share Earnout Shares in a sentence

  • Each Company Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) will be automatically cancelled and extinguished and converted into the right to receive (a) the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit and (b) a contingent right to receive, if and when payable hereunder, (i) the Per Share Adjustment Escrow Release and (ii) the Per Share Earnout Shares.

Related to Per Share Earnout Shares

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

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

  • 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.

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

  • 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).

  • Per Share Amount has the meaning set forth in Section 2.01(e)(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.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Put Shares means shares of Common Stock that are purchased by the Investor pursuant to a Put.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Share Consideration has the meaning given to it in Section 2.2;

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • 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.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

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

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Coop Shares Shares issued by a Cooperative Corporation.