Seller Earnout Shares definition

Seller Earnout Shares means Seven Hundred Forty-Five Thousand (745,000) ordinary shares of Buyer.
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Seller Earnout Shares means 1,450,000 of the Trebia Class B Ordinary Shares. “Seller Group” has the meaning specified in Section 15.18.
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Seller Earnout Shares means Buyer Series E-1 Shares and Buyer Series E-2 Shares, as applicable, issued as “Seller Earnout Shares” pursuant to Section 2.17.
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Examples of Seller Earnout Shares in a sentence

  • Subject to the adjustment provisions set forth below in this Section 2, elsewhere in the Agreement and in the Escrow Agreement, the consideration for the transactions contemplated by this Agreement (the "Purchase Price") shall be (i) the Cash Consideration, (ii) the Installment Amount and (iii) either the Seller Earnout Shares or the Alternative Cash Earnout Amount.

  • When discussing how LAFCo costs were shared, between districts, Ms. Sanchez explained that the split was determined by the two districts.

  • Should any Claim(s) result in the release of a portion of (but not all of) the Earnout Consideration to Buyer or Seller, the Earnout Consideration released shall be apportioned between the Seller Earnout Shares and the Cash Earnout Consideration in the same proportions as such amounts represent in the Escrow at the time of release.

  • None of the earnout criteria had not been met by the December 31, 2021 and 2022 deadlines set forth in the Business Combination Agreement, thus no Seller Earnout Shares or TDAC Founder Earnout Shares were granted, accordingly, none of the Seller Earnout Shares and TDAC Founder Earnout Shares remain eligible to be earned.

  • The Escrow Agent shall not be under any duty or responsibility to forward to any Interested Party, or to notify any Interested Party with respect to, or to take any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from an issuer or other person with respect to the Seller Earnout Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights.

  • Since none of the conditions of the Seller Earnout Shares were met as of June 30, 2022, no related shares are included in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ equity as of June 30, 2022 or for purposes of calculating earnings per share.

  • This led to the escalation of the conflict, with the Catalan institutions proceeding with the 2017 referendum in open defiance of the Court’s rulings.

  • The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Seller Earnout Shares.

  • Any Seller Earnout Shares or Seller Earnout Units that are not released in accordance with the terms of this Section 3.01(c) prior to the Earnout Period End Date shall be delivered to Pubco or the Company (as applicable) and cancelled for no consideration, and none of the Seller Earnout Participants nor any of their Affiliates shall have any rights with respect thereto.

  • As of March 31, 2022, 3,000,000 of the Seller Earnout Shares and 2,000,000 TDAC Founder Earnout Shares are still eligible Earnout Shares until December 31, 2022.


More Definitions of Seller Earnout Shares

Seller Earnout Shares means up to (i) 2,500,000 shares of PubCo Class A Common Stock that are to be issued to Blocker Owner and (ii) 2,500,000 unvested shares of PubCo Class B Common Stock that are to be issued to CF OMS, in connection with the Transactions that, in each case, have contingent earnout requirements as set forth in the Business Combination Agreement.
Sample 1
Seller Earnout Shares means 1,450,000 of the Trebia Class B Ordinary Shares.
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Related to Seller 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).

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

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Sold Shares shall have the meaning specified in Section 6.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • 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.