Contingent Consideration Shares definition

Contingent Consideration Shares means: (i) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period and payment of the Bonus Entitlement in respect of the Incentive Consideration by the Company to Xxxxxx, all of the shares of Parent Common Stock actually issued to Xxxxxx pursuant to Section 2 above; (ii) if the ARCP Transaction is consummated before the end of the Incentive Consideration Test Period, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Xxxxxx pursuant to Section 2 above minus (y) the number of shares of Parent Company Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares Company Common Stock that would have been issued to Xxxxxx as the Bonus Entitlement in respect of the Incentive Consideration if the Incentive Consideration Test Period had been the thirty (30) trading day period ended on the business day immediately prior closing of the ARCP Transaction; and (iii) if the ARCP Transaction is consummated after the end of the Incentive Consideration Test Period but before the issuance of the Bonus Entitlement in respect of the Incentive Consideration by the Company to Xxxxxx, a number of shares equal to (x) all of the shares of Parent Common Stock actually issued to Xxxxxx pursuant to Section 2 above minus (y) the number of shares of Parent Common Stock that would have been issued in the ARCP Transaction upon conversion of the number of shares of Company Common Stock that would have been issued to Xxxxxx as the Bonus Entitlement in respect of the Incentive Consideration if such issuance had been made prior to consummation of the ARCP Transaction.
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Contingent Consideration Shares means the 60,000,000 shares of Combined Company Class E Common Stock issuable to the Alliance Stockholders and placed into the Contingent Consideration Escrow Account.
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Contingent Consideration Shares shall have the meaning in Section 2.1(d) hereof
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Examples of Contingent Consideration Shares in a sentence

  • As more fully set forth in the Second Amended and Restated Adara Certificate of Incorporation, upon the occurrence of any Triggering Event, the Contingent Consideration Shares held in escrow as Adara Class E Common Stock that are released as a result of such Triggering Event will automatically convert into the same number of shares of Adara Class A Common Stock.

  • Any issuance of Contingent Consideration Shares shall be (i) eligible for nonrecognition treatment under Section 354 of the Code in connection with the reorganization and (ii) not treated as “other property” within the meaning of Section 356 of the Code, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

  • The Contingent Consideration Shares that are not earned on or before the expiration of the Contingent Consideration Period shall be automatically forfeited and cancelled.

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  • The Subscription, the issue (and subsequent exercise) of the Subscription Warrants, the issue (and subsequent exercise) of the JSS Option and the allotment of the Contingent Consideration Shares would therefore trigger an obligation on the Concert Party to make an offer for the Company in accordance with Rule 9 of the Takeover Code.

  • The Panel has agreed, however, to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the Subscription, the issue (and subsequent exercise) of the Subscription Warrants, the issue (and subsequent exercise) of the JSS Option and the allotment of the Contingent Consideration Shares, subject to the approval of Independent Shareholders, all of whom are independent of the Concert Party.

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  • This row excludes an aggregate of up to 60,000,000 shares of Combined Company Common Stock which would become issuable upon the conversion of the Contingent Consideration Shares upon the occurrence of the Triggering Events.

  • For example, in the no redemption scenario, the Percentage of Total with respect to the Contingent Consideration Shares would be calculated as follows: (a) 60,000,000 shares; divided by (b) (i) 61,000,000 shares (the number of shares outstanding prior to any issuance of any such shares plus (ii) 60,000,000 shares.

  • Assuming that the Subscription Shares are issued, that members of the Concert Party exercise all of the Founder Warrants, the Subscription Warrants and the JSS Option and that the Contingent Consideration Shares are allotted in due course, the Concert Party will own in aggregate 513,124,719 Ordinary Shares representing approximately 67.21 per cent of the voting rights of the Company, assuming no other shares are issued.

Related to Contingent Consideration Shares

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

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

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

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

  • 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.

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

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

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

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

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

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

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

  • 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.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

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

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