Seller Earnout Units definition

Seller Earnout Units means the “Seller Earnout Units,” as defined in and issued pursuant to Section 2.17 of the BCA, of which (a) 99,999,924 are hereby designated as “Series E-1 Seller Earnout Units” and (b) 99,999,924 are hereby designated as “Series E-2 Seller Earnout Units”. The Seller Earnout Units (including the number of Series E-1 Seller Earnout Units and of Series E-2 Seller Earnout Units) issued and outstanding as of the Closing Date are held by the Holders thereof as set forth on Schedule I attached to this Agreement. For the avoidance of doubt, and as provided in the BCA, Seller Earnout Units are Common Units designated as “Seller Earnout Units” for purposes hereof.
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Seller Earnout Units has the meaning given to such term in the BCA.
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Seller Earnout Units means the “Seller Earnout Units,” as defined in and issued pursuant to Section 2.17 of the BCA, of which (a) 99,999,924 are hereby designated as “Series E-1 Seller Earnout Units” and (b) 99,999,924 are hereby designated as “Series E-2 Seller Earnout Units”. The Seller Earnout Units (including the number of Series E-1 Seller Earnout Units and of Series E-2 Seller Earnout Units) issued and outstanding as of the Closing Date are held by the Holders thereof as set forth on Schedule I attached to this Agreement.
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Examples of Seller Earnout Units in a sentence

  • 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.


More Definitions of Seller Earnout Units

Seller Earnout Units means Blue Owl Carry Series E-1 Seller Earnout Units, Blue Owl Carry Series E-2 Seller Earnout Units, Blue Owl Holdings Series E-1 Seller Earnout Units and Blue Owl Holdings Series E-2 Seller Earnout Units, in each case issued in lieu of Buyer Class E Shares as provided therein and subject to the terms applicable to “Seller Earnout Units” pursuant to Section 2.17. For the avoidance of doubt, a “Seller Earnout Unit” shall collectively refer to either (x) one Blue Owl Holdings Series E-1 Seller Earnout Unit and one Blue Owl Carry Series E-1 Seller Earnout Unit (collectively, a “Series E-1 Seller Earnout Unit”) or (y) one Blue Owl Holdings Series E-2 Seller Earnout Unit and one Blue Owl Carry Series E-2 Seller Earnout Unit (collectively, a “Series E-2 Seller Earnout Unit”), each issued in lieu of Buyer Class E Shares as provided therein and subject to the terms applicable to “Seller Earnout Units” pursuant to Section 2.17.
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Related to Seller Earnout Units

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

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

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

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

  • 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).

  • 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.

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

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • 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.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

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

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.