Earnout Participants definition

Earnout Participants means the holders of Legacy Class A Units of ProKidney (for clarity, neither PMEL nor any PMEL Post-Combination Unitholder will be treated as an Earnout Participant);

Earnout Participants means holders of (i) shares of Company Common Stock outstanding immediately prior to the Effective Time, after giving effect to the conversion of Company Preferred Stock in accordance with Section 3.01(a) and each share of Company Stock delivered in satisfaction of Company Warrants exercised prior to the Effective Time and in connection with the conversion of the Company Convertible Notes, and (ii) Company Equity Awards outstanding immediately prior to the Effective Time and held by any active employee of the Company as of immediately prior to the Closing, in each case with an Earnout Pro Rata Portion in excess of zero (0).

Earnout Participants means the Persons set forth on Schedule III.

Examples of Earnout Participants in a sentence

• If such parties are unable to agree on the choice of an accounting firm, such accounting firm will be selected by lot from a list of nationally recognized accounting firms, after excluding the regular outside accounting firms of the Company and the Earnout Participants.

• In the event that the Earnout Participants or any of them disagree with the Calculation Statement, the Earnout Participants shall notify SYI in writing (the “Dispute Notice”) within thirty (30) days after receipt of the Calculation Statement of such disagreement, stating the facts of the disagreement and, where reasonably practicable, the Earnout Participants’ calculation of EBITDA for the Contingent Payment for the applicable Contingent Year.

• All decisions and actions by the Representative Parties in connection with Section 1.11, including any agreement between the Purchaser Representative and the Seller Representative, shall be binding upon the Purchaser, the Company, the Earnout Participants and each of their respective Subsidiaries, successors and assigns, and neither they nor any other Person shall have the right to object, dissent, protest or otherwise contest the same.

• In the event a Dispute Notice is timely given, the Earnout Participants and representatives of SYI shall meet and attempt in good faith to resolve the items or amounts in dispute.

• If the Earnout Participants and SYI are unable to reach an agreement within thirty (30) days after receipt of the Dispute Notice, either party may elect to refer the dispute to an independent third-party accounting firm which is mutually agreed upon by SYI and the Earnout Participants, who shall act as the referee (the “Accountant Referee”), in which case the Accounting Referee shall review the disputed items or amounts and compute the disputed portion of the Contingent Payment due, as applicable, if any.

More Definitions of Earnout Participants

Earnout Participants has the meaning ascribed thereto in Section 2.01(g).

Earnout Participants has the meaning set forth in Section 4.7(a).

Earnout Participants means James Bourg, an individual, and Scott Jensen, an individual, each an "Xxxxxxx Xarticipant."

Earnout Participants means each Person who was a holder of capital stock of Target or a holder of a Target Option immediately prior to the Effective Time.

Earnout Participants means Jefferies, Sponsor and holders of Company Units immediately prior to the Acquisition Merger Effective Time (but not including holders of Company Financing Units in their capacity as holders of Company Financing Units), each of which is listed on Schedule 1.01(d).

Earnout Participants means (a) all Pre-Closing Holders as of immediately prior to the Effective Time, (b) all Persons who hold Blade Options as of immediately prior to the Effective Time and who continue to hold the Assumed Blade Options related to such Blade Options as of immediately prior to the Price Milestone Issuance Date or Transaction Milestone Issuance Date, as applicable, and (c) all Persons who hold Blade Options as of immediately prior to the Effective Time and who exercised the Assumed Blade Options related to such Blade Options prior to the Price Milestone Issuance Date or Transaction Milestone Issuance Date, as applicable.

Earnout Participants has the meaning set forth in the Business Combination Agreement.