Earnout Payment Shares is defined in Section 2.3(d).
Earnout Payment Shares means the Fixed Earnout ---------------------- Payment Shares and the Variable Earnout Payment Shares.
Payment Shares has the meaning set forth in Section 2.02;
Earnout Payment has the meaning set forth in Section 2.3(b).
Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earn-Out Shares has the meaning provided in Section 2.2(b).
Earnout Payments has the meaning specified in Section 2.7.
Earnout Amount has the meaning set forth in Section 2.7(a).
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Earn-Out Consideration is defined in Section 2.5(c).
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
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.
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Accelerated Purchase Share Amount means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Cash Purchase Price has the meaning set forth in Section 2.1(b).