Common use of Earnout Consideration Clause in Contracts

Earnout Consideration. “Earnout Consideration” shall mean a number of Acquirer Shares equal to the Earnout Amount divided by the Acquirer Stock Price, rounded to the nearest whole share; provided, however, if the calculation would result in the issuance of a total number of Acquirer Shares issued pursuant to this Agreement in excess of the Acquirer Share Maximum, then the Earnout Consideration instead will be paid out in Acquirer Shares only up to the Acquirer Share Maximum, after which any remaining Earnout Amount will be paid out in cash. The Earnout Amount shall be calculated as provided in Section 1.16 hereof. The Earnout Consideration shall be distributed to the shareholders of the Company in accordance with the provisions of the articles of incorporation and bylaws of the Company.

Earnout Consideration. “Earnout Consideration” shall mean a number of Acquirer Shares equal to the Earnout Amount divided by the Acquirer Stock Price, rounded to the nearest whole share; provided, however, if the calculation would result in the issuance of a total number of Acquirer Shares issued pursuant to this Agreement in excess of the Acquirer Share Maximum, then the Earnout Consideration instead will be paid out in Acquirer Shares only up to the Acquirer Share Maximum, after which any remaining Earnout Amount will be paid out in cash. The Earnout Amount shall be calculated as provided in Section 1.16 hereof. The Earnout Consideration shall be distributed to the shareholders of the Company in accordance with the provisions of the articles of incorporation and bylaws of the Company.