Earn-Out Merger Consideration definition

Earn-Out Merger Consideration means the sum of (1) the Year 1 Earn-Out Amount and (2) the Years 2 and 3 Earn-Out Amount, determined by reference to the definitions and in the manner provided below in this Section. Attachment 2.8(a) sets forth a sample calculation of the Earn-Out Merger Consideration, provided that such sample is for illustrative purposes only and, in the event of any inconsistency or conflict between such example and the terms of this Agreement, this Agreement shall govern.

Earn-Out Merger Consideration means (a) with respect to the Preferred Stock, Common Stock and SAFEs, (i) an amount in cash equal to the Per Share Earn-Out Cash Consideration Value and (ii) a number of shares of Parent Stock equal to the Per Share Earn-Out Consideration Shares, in each case, without interest, and (b) with respect to the Cash Election Convertible Notes, an amount in cash equal to the Per Share Earn-Out Payment, without interest.

Earn-Out Merger Consideration means, collectively, the Earn-Out Common Stock and the Earn-Out Warrants.

Examples of Earn-Out Merger Consideration in a sentence

• Unanimous committee decision If the committee’s submits a unanimous recommendation and the University College adopts the committee’s recommendation as the basis for its assessment, the institution will make a decision in accordance with the unanimous recommendation.

• The structure of the “Vee” process was not at fault for this error.

• In the event that Mergerco achieves those earnings targets set forth on Schedule 1.6 attached hereto (the "Milestones"), each Stockholder shall receive his pro rata share of the Earn-Out Merger Consideration.

• It is considered that the option to appoint an internal Quantity Surveying team to lead and deliver Meridian Four is not cost effective or feasible tothe Council.

• The Earn-Out Merger Consideration shall be distributed to the Stockholders in three equal installments, each distribution to be made within 15 days after the close of each full fiscal quarter of Mergerco following the Closing Date commencing with the fiscal quarter ending on September 30, 2000, upon the achievement of each Milestone, with achievement of the Milestones being determined on a cumulative basis.

• In the event of a Change in Control (as hereinafter defined) of S&W after the Effective Time but prior to the final determination and payment of Earn-Out Merger Consideration with respect to 2009, S&W shall deliver to the Stockholders’ Representative on behalf of the USR stockholders and immediately prior to the consummation of such event the maximum Earn-Out Merger Consideration payable pursuant to this Section 1.1(j) regardless of any EBITDA that may be subsequently calculated for 2009.

• Any potential impact on the Earn-Out Merger Consideration will be addressed by the parties and a mutually agreed solution will be determined before such action is taken.

• Xxxxxxx and Xxxx, respectively, the form of which is attached as Exhibit H hereto (the “Severance Agreements”)) or by Xx. Xxxxxxx or Xx. Xxxx for Good Reason (as defined in the Severance Agreements), S&W shall deliver to the Stockholders’ Representative on behalf of the USR stockholders within five days of such event the maximum Earn-Out Merger Consideration payable pursuant to this Section 1.1(j) regardless of any EBITDA that may be subsequently calculated for either year in the Earn-Out Period.

• The Initial Merger Consideration, the Earn-Out Merger Consideration, the shares held in the Indemnity Escrow Fund, the Non-Accredited Shareholders’ Consideration (as defined below) and any adjustment to the Initial Merger Consideration necessitated by Section 2.13 (the Balance Sheet adjustment) shall collectively be referred to as the “Aggregate Merger Consideration”.

• For example, if a Milestone is not met for one fiscal quarter or for two fiscal quarters successively, and as a result no Earn-Out Merger Consideration is paid for such fiscal quarter or quarters, but the Milestones, on a cumulative basis, are subsequently met in a succeeding fiscal quarter, then the Stockholders shall be entitled to the Earn-Out Consideration payable for the fiscal quarters for which the cumulative Milestones have been met.

More Definitions of Earn-Out Merger Consideration

Earn-Out Merger Consideration has the meaning set forth in Section 2.04(a).