Per Share Earnout Consideration definition

Per Share Earnout Consideration means, with respect to each Triggering Event (or the date on which a Change of Control occurs as described in ‎Section 3.03(c)(ii)- ‎(iv)) a number of shares of Domesticated SPAC Common Stock equal to (i) the number of Earnout Shares applicable to such Triggering Event or Change of Control, divided by (ii) the Adjusted Company Outstanding Shares.

Per Share Earnout Consideration means the Earnout Consideration divided by the Earnout Fully-Diluted Share Number.

Per Share Earnout Consideration means, with respect to any Earnout Consideration that becomes payable to the Securityholders pursuant to Section 1.1(b) of the Company Disclosure Schedule, an amount, rounded to four decimal places and payable partially in cash and partially in shares of Parent Common Stock as set forth in clause (f) of Section 1.1(b) of the Company Disclosure Schedule, equal to (a) the amount of such Earnout Consideration divided by (b) the Fully Diluted Share Number. ​

Examples of Per Share Earnout Consideration in a sentence

• Exchange RatiosThe Company has determined the final Per Share Closing Consideration, Option Exchange Ratio, and Per Share Earnout Consideration, as of the Closing, to be 1.7058, 1.8282, and 0.1236, respectively.

• If, after the Effective Time, Company Certificates representing Company Stock are presented to Acquiror for any reason, they shall be cancelled and exchanged for the applicable Per Share Merger Consideration (and, if any Earnout Milestone is achieved pursuant to Section 3.09, the applicable Per Share Earnout Consideration) in respect thereof as provided in this Agreement.

• In no event shall the shares of Acquiror Common Stock issued as part of the Per Share Earnout Consideration (including as required to be issued under this Agreement by virtue of the Company Investor Incentive Plan) exceed 2,000,000 shares.

• Note that the partial oxidation of methane is taking place due to the release of latticeoxygen of ceria ( 1..

• In lieu of any fractional Holdings Common Share to which any holder of Company Shares would otherwise be entitled in connection with the payment of the Company Closing Consideration or the Per Share Earnout Consideration, as applicable, the Exchange Agent shall round up or down to the nearest whole Holdings Common Share.

More Definitions of Per Share Earnout Consideration

Per Share Earnout Consideration means a number of shares of Parent Common Stock equal to: (a) the aggregate number of Earnout Shares distributable to the Company Securityholders upon achievement of the Earnouts during the Earnout Period multiplied by (b) the applicable Earnout Pro Rata Portion.

Per Share Earnout Consideration means an amount in cash equal to the quotient of (a) the Earnout Amount, divided by (b) the number of Fully Diluted Company Shares.

Per Share Earnout Consideration means the quotient obtained by dividing (i) First Earnout Amount, the Second Earnout Amount or the Third Earnout Amount, as applicable; by (ii) the Total Outstanding Shares.

Per Share Earnout Consideration means, to the extent issuable by SPAC to Company Stockholders pursuant to Section 2.08, the Per Share Level 1 Earnout Consideration, the Per Share Level 2 Earnout Consideration, the Per Share Level 3 Earnout Consideration, and the Per Share Xxxxx 0 Xxxxxxx Xxxxxxxxxxxxx.

Per Share Earnout Consideration means the quotient of (i) the Earnout Consideration, divided by (ii) the Fully Diluted Shares of Company Stock.

Per Share Earnout Consideration means, with respect to each Triggering Event, a number of shares of New FiscalNote common stock equal to (i) the number of shares of New FiscalNote Class A common stock equal to 3% of the number of shares of New FiscalNote common stock outstanding immediately after Closing, divided by (ii) the sum of (A) the Company Shares Outstanding, plus (B) the number of shares of FiscalNote common stock issued or exercisable upon the exercise of all Unvested FiscalNote Options and settlement of Unvested FiscalNote RSUs as of immediately prior to the Closing (excluding any such Unvested FiscalNote Options and Unvested FiscalNote RSUs to the extent the applicable Earnout RSUs issued with respect to such Unvested FiscalNote Option or Unvested FiscalNote RSU has been forfeited prior to such Triggering Event).

Per Share Earnout Consideration means a number of shares (rounded down to the nearest whole share) of Acquiror Class A Common Stock equal to the Aggregate Earnout Consideration divided by the Aggregate Fully Diluted Company Common Stock.