Earnout Right definition

Earnout Right means the right granted to the Redeeming Member to receive additional OP Units (the "Earnout Units") from the Partnership upon the terms and conditions set forth in Schedule 2.
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Earnout Right has the meaning set forth in Section 4.1 below.
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Earnout Right shall have the meaning set forth in Section 1.8(e).
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Examples of Earnout Right in a sentence

  • Promoters’ Earn-out Right The Promoters are entitled to receive additional Class AShares after the completion of the De-SPAC Transaction (the “Earn-out Shares”).

  • The Earn-out Right will be triggered only if the volume weighted average price of the Company’s Class A Shares equals or exceeds HK$[REDACTED] per Share for any 20 Trading Days (whether or not consecutive) within any 30 consecutive Trading Day period commencing six months after the completion of the De-SPAC Transaction (the ‘‘Earn-out Exercise Price’’).

  • If we fail to announce a De-SPAC Transaction within 24 months of the [REDACTED] or complete the De-SPAC Transaction within 36 months of the [REDACTED] (or, if these time limits are extended pursuant to a Shareholder vote and in accordance with the Listing Rules and the Memorandum and Articles of Association, a De-SPAC Transaction is not announced or completed, as applicable, within such extended time limits), the Earn-out Right will be cancelled and become void.

  • The Earn-out Right is subject to approval by ordinary resolution at a general meeting of the Shareholders convened to approve the De-SPAC Transaction, and the Promoters and their close associates cannot vote on the relevant ordinary resolution regarding the Earn-out Right.

  • The material terms of the Earn-out Right (which, depending on the terms proposed by the Company and approved by the Shareholders, may be different from the terms stated above) will be disclosed in the [REDACTED] document for the De-SPAC Transaction.

  • The Earn-out Right will be triggered only if the volume weighted average price of the Class A Shares equals or exceeds HK$[REDACTED] per Share for any20 trading days within any 30-trading day period commencing six months after the completion of the De-SPAC Transaction (the “Earn-out Exercise Price”).

  • The material terms of the Earn-out Right (which, depending on the terms proposed by the Company and approved by the Shareholders, may be different from the terms stated above) will be disclosed in the announcement and the Document for the De-SPAC Transaction.

  • TERMS OF THE [REDACTED] The Earn-out Right is subject to approval by ordinary resolution at the general meeting of the Shareholders convened to approve the De-SPAC Transaction, and the Promoters and their close associates cannot vote on the relevant ordinary resolution regarding the Earn-out Right.

  • If a Triggering Event occurs, IMP will pay the Falkners, collectively, in an amount capped at $5,000,000 in the aggregate across any payments made at any point in time to the Falkners pursuant to this Earnout Right (the “Cap”), 15% of any net proceeds distributed to members of IMP or the InnoMeds from such Triggering Event(s), after the Floor has been met.

  • The Promoter Earn-out Right is subject to approval by ordinary resolution at the EGM of the Aquila Shareholders convened to approve the De-SPAC Transaction, and the Promoters and their close associates cannot vote on the relevant ordinary resolution regarding the Promoter Earn-out Right.


More Definitions of Earnout Right

Earnout Right means an earnout right of WonderFi to be issued to the CoinSmart Shareholders in accordance with the terms and conditions of the Earnout Rights Indenture and the CoinSmart Plan of Arrangement and governed by the Earnout Rights Indenture, with each Earnout Right representing a proportionate interest in the entitlement of all holders of Earnout Rights to receive the Earnout (including any Earnout Payment, Sale Payment and/or Early Payment Amount) in accordance with the Earnout Rights Indenture.
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Related to Earnout Right

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

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

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

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

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

  • Earnout Payments has the meaning specified in Section 2.7.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

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

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Put Right has the meaning set forth in Section 8.05(a).

  • 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.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Non-Cash Consideration means consideration in a form other than cash.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

  • 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.

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

  • Cash Payment has the meaning set forth in Section 2.2(b).

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

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

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