Earnout Holders definition

Earnout Holders has the meaning specified in Section 4.8(a).
Sample 1Sample 2
Earnout Holders has the meaning set forth in Section 2(g)(i) above.
Sample 1
Earnout Holders means the holders of Company Shares, Company Options and Company Warrants, in each case, as of immediately prior to the Second Effective Time.
Sample 1

Examples of Earnout Holders in a sentence

  • For the avoidance of doubt, the Earnout Milestone (or a Change of Control as described below in Section 3.7(d), if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 5,000,000 Earnout Shares in the aggregate (subject to adjustment as set forth in Section 3.7(e)).

  • If, following the Closing Date and prior to end of the Earnout Eligibility Period, there is a Change of Control, then, immediately prior to such Change of Control, all the Earnout Shares not yet earned shall be earned by the Company Earnout Holders and shall be released from escrow and delivered to the Company Earnout Holders, and the Company Earnout Holders shall be eligible to participate in such Change of Control transaction with respect to such Earnout Shares.

  • The Earnout Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, combination, merger, exchange of shares or other like change with respect to shares of Parent Common Stock occurring prior to the date the applicable Earnout Shares are delivered to the Company Earnout Holders.

  • In the event that the Earnout Milestone is not met during the Earnout Eligibility Period, the Company Earnout Holders shall not be entitled to receive any of the Earnout Shares for such Earnout Milestone.

  • For the avoidance of doubt, the Company Earnout Holders shall be entitled to earn Earnout Shares upon the occurrence of each Earnout Milestone (or a Change of Control) during the Applicable Earnout Period; provided, however, that each Earnout Milestone (or a Change of Control if applicable) shall only occur once, if at all, and in no event shall the Company Earnout Holders be entitled to earn more than 5,000,000 Earnout Shares in the aggregate (subject to adjustment as set forth in the Merger Agreement).

  • Parent shall take such actions as are reasonably requested by the Company Earnout Holders to evidence the issuances pursuant to this Section 3.4, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent).

  • Under no circumstances shall Parent or the Surviving Corporation be responsible for the calculations or determinations regarding the allocation of any Earnout Shares amongst the Company Earnout Holders and shall be entitled to rely on any instructions delivered by G3 to Parent.

  • If the Gross Profits of the Business Unit during Fiscal 2005 are less than $34,000,000 and the Gross Profits of the Business Unit during the Second Earnout Period are equal to or greater than $61,000,000 plus 50% of the Earnout Shortfall, the Common Earnout Holders shall be entitled to receive, in accordance with and subject to Section 1.10(f), additional consideration of $19,000,000, less any amounts previously paid to the Common Earnout Holders pursuant to Section 1.10(a)(i).

  • Upon request of Buyer, the Earnout Holders and/or their accountants shall execute and deliver a confidentiality agreement, in form and substance reasonably satisfactory to Buyer, prior to accessing the Company’s books, records, workpapers and/or personnel.

  • This observation underlines the distinction between offensive and aggressive lan- guage.


More Definitions of Earnout Holders

Earnout Holders means the Preferred Shareholders and the Common Earnout Holders.
Sample 1
Earnout Holders means the Cash Earnout Holders and the Equity Earnout Holders.
Sample 1
Earnout Holders individually or collectively as the context requires, the Note A-2 Holder, Note A-3 Holder, Note B-3 Holder and Note B-4 Holder.
Sample 1

Related to Earnout Holders

  • Unit Holders means all Unit Holders.

  • Equity Holders means the Stockholders and the Option Holders.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

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

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Target Shareholders means the holders of Target Shares;

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Common Stockholders means holders of shares of Common Stock.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Earnout has the meaning set forth in Section 2.9(a).

  • Independent Shareholders means holders of Voting Shares, other than:

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Shareholder Representative has the meaning set forth in the preamble.