Stockholder Earnout Shares definition

Stockholder Earnout Shares means 38,800,000 newly issued Babylon Class B Shares issued to the Founder as part of theReclassification that will be subject to certain conversion and redemption rights as further described in the section entitled “The Merger Agreement – Earnout.”
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Stockholder Earnout Shares has the meaning specified in Section 1.08(b)(iii).
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Stockholder Earnout Shares means 20 million shares of Purchaser Common Stock placed into the Earnout Escrow Account at the Closing.
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Examples of Stockholder Earnout Shares in a sentence

  • Includes 200,000 shares purchased by the Founder, 1,300,000 shares purchased by the Sponsor and its affiliates, and 1,000,000 shares purchased by certain existing Babylon Holdings shareholders in the PIPE Investment.Further, the Founder will hold 76,512,016 Babylon Class A Shares and all 79,637,576 Babylon Class B Shares under both redemption scenarios, including 200,000 Babylon Class A Shares purchased in the PIPE Investment and the Stockholder Earnout Shares.

  • An example of such a situation is when the auditor of a target company is requested to provide information to a potential acquirer or its investigating accountant.

  • Further, the Founder will hold 68,550,659 Babylon Class A Shares and all 40,837,576 Babylon Class B Shares under both redemption scenarios, including 200,000 Babylon Class A Shares purchased in the PIPE Investment and the Stockholder Earnout Shares.

  • Immediately following the Closing, the Founder will hold 81.7% of the voting power (taking account of the Stockholder Earnout Shares) of the outstanding ordinary shares of Babylon.

  • We expect to lose our foreign private issuer status for the year ended December 31, 2022, as a result of our Founder, who held 83.1% of the voting power (taking account of the Stockholder Earnout Shares) of our ordinary shares as of December 31, 2021, having established residency in the United States, and increased contacts with the United States.


More Definitions of Stockholder Earnout Shares

Stockholder Earnout Shares means the number of shares of Purchaser Common Stock equal to the ten percent (10%) of the Stockholder Merger Consideration divided by the Redemption Price (rounded to the nearest whole number of shares of Purchaser Common Stock).
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Stockholder Earnout Shares means, collectively, the First Tranche Stockholder Earnout Shares and the Second Tranche Stockholder Earnout Shares.
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Stockholder Earnout Shares has the meaning set forth in the Merger Agreement.
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Related to Stockholder 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).

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

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

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

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

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

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • 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.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

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

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

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Payment Shares has the meaning set forth in Section 2.02;

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

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

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

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

  • 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.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.