Sponsor Earn-Out. (a) Each holder of Promote Shares (including Sponsor Holdco or any of its Permitted Transferees, but excluding each of Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxxxx Xxxx, and Xxxxxxx Xxxxxxxx (collectively, including their Permitted Transferees, the “Independent Directors”)) hereby irrevocably agrees that, at (and subject only to the occurrence of) the Closing, the Earn-out Promote Shares will become restricted shares and will be subject to the vesting and forfeiture provisions set forth in Section 1.9(d) (the “Earn-out Vesting Terms”).
Sponsor Earn-Out. (a) At the Merger Effective Time, following the conversion of Acquiror Class B Stock into Sponsor Shares, (x) an aggregate of 2,156,250 Sponsor Shares held by Sponsor shall be fully vested and (y) an aggregate of 2,156,250 Sponsor Shares held by Sponsor (the securities in clause (y), the “Sponsor Earn-Out Shares”) shall be subject to vesting or forfeiture, as applicable, during the five-year period beginning on the date that is 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date (such period, the “Earn-Out Period”) as follows:
Sponsor Earn-Out. (a) Sponsor hereby agrees that, upon and subject to the Closing, it will not sell, transfer or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, that number of Class A Ordinary Shares of PubCo (“PubCo Class A Ordinary Shares”) equal to one million eight hundred sixty nine thousand (1,869,000) less thirty percent (30%) of any Forfeiture Escrow Shares (rounded down to the nearest whole number) retired and cancelled pursuant to Section 2.10 of the Merger Agreement (together with any equity securities paid as dividends or distributions with respect to the PubCo Class A Ordinary Shares or into which the PubCo Class A Ordinary Shares are exchanged or converted, in either case, after the Closing, the “Earn-Out Shares”), unless, until and to the extent that a Release Event (as defined below) has occurred with respect to such Earn-Out Shares; provided, that Sponsor may, by providing notice to PubCo and the Company prior to or promptly after such transfer, transfer all or any portion of the Earn-Out Shares to any person or entity that qualifies as a permitted transferee under Section 7(c) of the Insider Letter (each, a “Permitted Transferee”), so long as such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement. Sponsor shall be bound by, and comply with, the terms and conditions set forth in Section 2.10 and 2.11 of the Merger Agreement that are applicable to the Sponsor, as if Sponsor was an original signatory to the Merger Agreement with respect to such provisions.
Sponsor Earn-Out. (a) Sponsor hereby agrees that, upon and subject to the Closing, it will not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership with respect to, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) with respect to, four million nine hundred seventy thousand (4,970,000) of the Founder Shares owned by Sponsor (together with any equity securities paid as dividends or distributions with respect to such Founder Shares or into which such Founder Shares are exchanged or converted, in either case, after the Closing, the “Earn-Out Shares”), unless, until and to the extent that a Release Event (as defined below) has occurred with respect to such Earn-Out Shares; provided, that Sponsor may, by providing notice to Acquiror and the Company prior to or promptly after such transfer, transfer all or any portion of the Earn-Out Shares to any person or entity that qualifies as a permitted transferee under Section 7(c) the Insider Letter (each, a “Permitted Transferee”), so long as such Permitted Transferee agrees in writing to be bound by the terms of this Agreement that apply to Sponsor hereunder with respect to such Earn-Out Shares. In the event that a Release Event has not occurred on or prior to the date which is five (5) years following the Closing (the “Termination Date” and, the period from the Closing Date until and including the Termination Date, the “Earn-Out Period”) with respect to all of the Earn-Out Shares, Sponsor hereby agrees to forfeit any of its Earn-Out Shares that have not been subject to a Release Event. In order to effectuate such forfeiture in the event that a Release Event has not theretofore occurred with respect to all Earn-Out Shares, upon the Termination Date, Sponsor shall promptly, but in any event within five (5) Business Days, deliver its Earn-Out Shares that have not been subject to a Release Event to Acquiror in certificated or book entry form (at the election of Sponsor) for cancellation by Acquiror. The share certifi...
Sponsor Earn-Out. (a) Sponsor agrees that, immediately following the Sponsor Share Conversion and the Initial Merger Effective Time but prior to the Second Merger Effective Time, (x) an aggregate of 3,450,000 PubCo Ordinary Shares held by Sponsor shall be registered in the name of the Sponsor and shall be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens and (y) an aggregate of 2,156,250 PubCo Ordinary Shares registered in the name of the Sponsor (the securities in clause (y), the “Sponsor Earn-Out Shares”) shall have the Legend affixed to them and be held subject to the terms and conditions of this Section 3 but shall, in all other respects be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens.
Sponsor Earn-Out. (a) At the Closing, the Sponsor shall deliver, or cause to be delivered, electronically through the DTC, using DTC’s Deposit/Withdrawal At Custodian System, to the Escrow Agent, 798,894 of the shares of Company Common Stock to be delivered to Sponsor in accordance with Section 3.01(a) (the “Sponsor Earn Out Shares”).
Sponsor Earn-Out. The Sponsor hereby agrees that, at the Effective Time, in accordance with the provisions of this Section 6, 1,875,000 of the Atlas Class B Shares held by Sponsor as of immediately prior to the Effective Time, which will have been automatically converted into Atlas New Class A Shares at the Effective Time, shall be subject to the vesting and forfeiture provisions set forth in this Section 6 (the “Sponsor Earn Out Shares”).
Sponsor Earn-Out. (a) Sponsor agrees that, as of immediately following the Closing, 1,250,000 Parent Class A Shares (the “Sponsor Earn-Out Shares”) and 1,000,000 Parent Warrants (the “Sponsor Earn-Out Warrants” and, together with the Sponsor Earn-Out Shares, the “Sponsor Earn-Out Securities”) beneficially owned by Sponsor as of immediately prior to the Closing shall be subject to the escrow, vesting and forfeiture provisions set forth in this Section 3.3. Sponsor and Parent agree that Continental Stock Transfer & Trust Company (the “Escrow Agent”) as escrow agent shall be directed to hold the Sponsor Earn-Out Securities in escrow in accordance with the terms of the Escrow Agreement (as defined below) until the applicable portion of such Sponsor Earn-Out Securities have vested in accordance with Section 3.3(b), in which case such Sponsor Earn-Out Securities shall be immediately released to Sponsor. In the case of any Sponsor Earn-Out Securities that do not vest and are subject to forfeiture pursuant to Section 3.3(b), the Escrow Agent shall release such forfeited Sponsor Earn-Out Securities to Parent for cancellation.
Sponsor Earn-Out. (a) Following the Closing, if, at any time during the period following the Closing and expiring on the fifth (5th) anniversary of the Closing Date (the “Earn-Out Period”), the price of the shares of New GAMC Common Stock equals or exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for twenty (20) Trading Days (as defined below) within any consecutive thirty (30) Trading Day period (the “Earn-Out Target”), 1,437,500 of the shares of New GAMC Common Stock held by Sponsor (the “Sponsor Earn-Out Shares”) shall no longer be subject to forfeiture pursuant to this Section 5. “
Sponsor Earn-Out. (i) Sponsor agrees that, as of immediately following the Closing, 1,813,125 NewCo Common Shares beneficially owned by Sponsor (the “Sponsor Earn-Out Shares”) shall be subject to the vesting and forfeiture provisions set forth in this Section 1.1(b). Sponsor agrees that, except in accordance with this Section 1.1(b), Sponsor will not sell, transfer or otherwise dispose of, or hypothecate or otherwise grant any interest in or to any Sponsor Earn-Out Shares, or any right or interest therein.
