Examples of Earnout Holders in a sentence
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.
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.
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.
This observation underlines the distinction between offensive and aggressive lan- guage.
Where a mix of Customer and Bluewater Power owned distribution transformers exist at a Premise, the Customer is not eligible for the Transformer Ownership Credit.
A decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all of the Company Holders and Earnout Holders and shall be final, binding and conclusive upon each and every Company Holder and Earnout Holder, and the Escrow Agent, Parent, Merger Sub, the Company and the Surviving Corporation may rely upon any decision, act, consent or instruction of the Stockholders’ Agent as being the decision, act, consent or instruction of each and every Company Holder.
Policy DM10.7 of the Local Plan seeks to resist development which would reduce noticeably the daylight and sunlight available to nearby dwellings and open spaces to unacceptable levels taking account of the Building Research Establishment’s guidelines.
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).