Earn-Out Stock Consideration definition

Earn-Out Stock Consideration means three hundred thirty-four thousand fifty-four (334,054) shares (as adjusted for fractional shares) of Purchaser Common Stock payable to the Employee Sellers, subject to and in accordance with Section 2.5(c) below.
Sample 1

Examples of Earn-Out Stock Consideration in a sentence

  • If the Board of Directors of Purchaser agrees with such determination in its reasonable good faith, the parties shall negotiate in good faith appropriate modifications of the calculation of the Total Earn-Out Cash Consideration or Total Earn-Out Stock Consideration.

  • The shares of Purchaser Parent Common Stock to be issued by the Purchaser Parent to the Earn-Out Sellers as part of the Earn-Out Stock Consideration will, at the time of issuance thereof to the Earn-Out Sellers as contemplated hereby, be duly authorized, validly issued, fully paid and non-assessable.

  • Prior to the end of the applicable Lock-Up Period, Purchaser shall cause all shares of Purchaser Common Stock acquired by Employee Sellers as part of the Closing Stock Consideration or the Earn-Out Stock Consideration to be approved for listing on the New York Stock Exchange.

  • For the avoidance of doubt, Purchaser shall have no right to withhold from or set off against the Final Post-Closing Adjustment, the Earn-Out Cash Consideration, the Earn-Out Stock Consideration, any cash payable under Section 2.4(g) or (except as expressly provided herein and in the Escrow Agreement) the Escrow Amount any amount otherwise due to Purchaser or any of its Affiliates from Sellers, the Companies or any of their respective Affiliates.

Related to Earn-Out Stock Consideration

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

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

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Cash Consideration has the meaning set forth in Section 2.2.

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.