Contingent Merger Consideration Shares definition

Contingent Merger Consideration Shares has the meaning set forth in Section 3.7(a).

Contingent Merger Consideration Shares means up to 10,000,000 shares of Parent Common Stock.

Contingent Merger Consideration Shares means up to 3.33% of the shares of Parent Ordinary Shares on a fully-diluted basis as of the last day of the applicable Calculation Period.

Examples of Contingent Merger Consideration Shares in a sentence

• If, after the Closing and prior to December 31, 2023, a change of control occurs, then Purchaser shall issue on or promptly after the date of such change of control, to the stockholders an amount equal to 10% of the shares of Purchaser Common Stock on a fully diluted basis less the Contingent Merger Consideration Shares previously issued.

• Notwithstanding anything else contained herein, the Buyer shall have the right, but not the obligation, to satisfy any Buyer Indemnitee Losses by set-off against the Contingent Merger Consideration Shares to which the Principal Stockholders are entitled pursuant to Article II hereof on a dollar for dollar basis.

• Subject to the conditions set forth in this Agreement, the Parties agree that within fifteen (15) Business Days of determination of the Customer Revenue pursuant to Section 2.11, the Buyer shall deliver the Contingent Merger Consideration Shares to which the Stockholders are entitled to the Stockholders’ Representative, or directly to the Stockholders if so instructed by the Stockholders’ Representative.

• The value of the Contingent Merger Consideration Shares for all purposes under this Article IX, shall be calculated using the closing price of the Buyer Common Stock on the Business Day immediately preceding the date on which such set-off is to occur.

• The aggregate merger consideration (the “Merger Consideration”) due with respect to the securities of the Company shall consist of the Closing Date Merger Consideration Shares, the Escrow Shares and the Contingent Merger Consideration Shares.