Contingent Consideration Shares definition

Contingent Consideration Shares means: (i) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period and payment of the Bonus Entitlement in respect of the Incentive Consideration by the Company to ▇▇▇▇▇▇, all of the shares of Parent Common Stock actually issued to ▇▇▇▇▇▇ pursuant to Section 2 above; (ii) if the ARCP Transaction is consummated before the end of the Incentive Consideration Test Period, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to ▇▇▇▇▇▇ pursuant to Section 2 above minus (y) the number of shares of Parent Company Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares Company Common Stock that would have been issued to ▇▇▇▇▇▇ as the Bonus Entitlement in respect of the Incentive Consideration if the Incentive Consideration Test Period had been the thirty (30) trading day period ended on the business day immediately prior closing of the ARCP Transaction; and (iii) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period but before the issuance of the Bonus Entitlement in respect of the Incentive Consideration by the Company to ▇▇▇▇▇▇, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to ▇▇▇▇▇▇ pursuant to Section 2 above minus (y) the number of shares of Parent Common Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares of Company Common Stock that would have been issued to ▇▇▇▇▇▇ as the Bonus Entitlement in respect of the Incentive Consideration if such issuance had been made prior to consummation of the ARCP Transaction.
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Contingent Consideration Shares means the 60,000,000 shares of Combined Company Class E Common Stock issuable to the Alliance Stockholders and placed into the Contingent Consideration Escrow Account.
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Contingent Consideration Shares has the meaning attributed to such term in Section 3.1(3).
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Examples of Contingent Consideration Shares in a sentence

  • Parent may impose stop-transfer instructions with respect to the Contingent Consideration Shares to the extent reasonably required to ensure compliance with the provisions of this Section 5(c).

  • As more fully set forth in the Second Amended and Restated Adara Certificate of Incorporation, upon the occurrence of any Triggering Event, the Contingent Consideration Shares held in escrow as Adara Class E Common Stock that are released as a result of such Triggering Event will automatically convert into the same number of shares of Adara Class A Common Stock.

  • The Contingent Consideration Shares that are not earned on or before the expiration of the Contingent Consideration Period shall be automatically forfeited and cancelled.

  • Any issuance of Contingent Consideration Shares shall be (i) eligible for nonrecognition treatment under Section 354 of the Code in connection with the reorganization and (ii) not treated as “other property” within the meaning of Section 356 of the Code, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

  • The Contingent Consideration Shares shall be registered, fully transferable, fully paid and non-assessable on the date of issuance.

  • Except as provided in this Agreement to the contrary, upon a default by any Member which is not cured as provided herein (or which cannot be cured) the non-defaulting Members shall have all rights and remedies at law and equity, as well as all rights and remedies afforded under this Agreement.

  • The Contingent Consideration Shares will, if issued in accordance with the terms of this Agreement, be duly authorized, validly issued, fully-paid and non-assessable Purchaser Shares.

  • In the event ▇▇▇▇ attempts to Transfer all or any portion of the Contingent Consideration Shares in violation of this Section 5(c), such Transfer shall be null and void ab initio, and Parent shall instruct its transfer agent and other third parties not to record or recognize any such purported transaction.

  • Subject to the terms and conditions of this Agreement, prior to the issuance of any Contingent Consideration Shares pursuant to Section 3.1, the Purchaser will file or cause to be filed with the Nasdaq all necessary documents and taking or causing to be taken all necessary steps to ensure that the Purchaser has obtained all necessary Approvals for the Contingent Consideration Shares to be listed on the Nasdaq.

  • In any event where Parent is not obligated to issue Contingent Consideration Shares to any former Securityholder in accordance with the preceding sentence, Parent shall, in lieu of issuing any such Contingent Consideration Shares, pay such Securityholder an amount in cash equal to the market value of the Contingent Consideration Shares (measured as of the close of trading on the date of the occurrence of the $22.50 Share Price Milestone) that would have otherwise been issued to such former Securityholder.


More Definitions of Contingent Consideration Shares

Contingent Consideration Shares shall have the meaning in Section 2.1(d) hereof
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