Earn-Out Share of Sale Proceeds

Earn-Out Share of Sale Proceeds. With respect to an Acquisition or Asset Transfer, an amount of consideration equal to (i) 3,350,000 multiplied by (ii) a fraction, the numerator of which is the Sale Proceeds, and the denominator of which is the total number of shares of Common Stock outstanding immediately prior to the consummation of such Acquisition or Asset Transfer. Nothwithstanding the foregoing, if not all outstanding Common Stock is sold pursuant to the Acquisition, only the Common Stock that is actually sold pursuant... to the Acquisition shall constitute the denominator in the foregoing sentence View More