Purchaser Shares definition
Examples of Purchaser Shares in a sentence
At the Closing, the Seller and the Purchaser shall enter into a Registration Rights Agreement substantially in the form attached hereto as Exhibit E (the “Registration Rights Agreement”) providing for the registration for resale of the Purchaser Shares constituting the Earnout Stock Consideration, on the terms and subject to the conditions set forth in the Registration Rights Agreement.
For the avoidance of doubt, no payment of Purchaser Shares shall be due with respect to an Earnout Year if the Earnout Amount for such Earnout Year is zero.
Prior to the Closing, the Purchaser shall prepare and file with the NYSE a supplemental listing application with respect to the Holdback Stock Consideration and shall use its reasonable best efforts to obtain, as promptly as practicable prior to the Closing Date, approval of the listing of the Purchaser Shares constituting the Holdback Stock Consideration, subject only to official notice to the NYSE of issuance.
Notwithstanding anything to the contrary in this Agreement, the aggregate amount of Purchaser Shares issued as Holdback Seller Stock Consideration and the Earnout Stock Consideration shall not exceed 19.9% of the issued and outstanding Parent Shares immediately prior to the Closing (it being understood and agreed that any portion of the Holdback Seller Stock Consideration or Earnout Stock Consideration that cannot be paid in Purchaser Shares as a result of the foregoing cap shall be paid in cash).
The Purchaser Shares constituting the Holdback Stock Consideration shall have been approved for listing on the NYSE, subject only to official notice to the NYSE of issuance.