Earn-Out Shares. At the Closing, TopCo shall issue, or cause to be issued, to the Company Shareholders, following the Conversion, 30,000,000 new unvested TopCo Ordinary Shares (the “Earn-Out Shares”). Prior to the Closing, TopCo, SPAC, the Company Shareholders and the Lenders shall enter into an earn-out agreement on a form to be mutally and reasonably agreed by the Parties (the “Earn-Out Agreement”). Pursuant to and in accordance with the Earn-Out Agreement, the Earn-Out Shares shall be issued at par and the aggregate nominal value of the Earn-Out Shares shall be charged against TopCo’s reserves as recognized for Dutch dividend withholding tax purposes. Upon their issuance, the Earn-Out Shares shall be subject to restrictions concerning the exercise of the voting rights attached thereto and the transfer thereof, as shall be set forth in the Earn-Out Agreement until the earlier of (a) their vesting, at which time they shall automatically become unrestricted TopCo Ordinary Shares, and (b) the fifth anniversary of the Closing Date, upon which any unvested Earn-Out Shares shall be deemed forfeited and must be transferred to or at the instruction of TopCo for no consideration. The Earn-Out Shares shall vest in equal one-sixth increments of the total number of Earn-Out Shares in each case upon the occurrence of the closing share price of TopCo on the primary stock exchange where the TopCo Ordinary Shares are listed being greater than $12.50, $15.00, $20.00, $25.00, $30.00 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading days after the Closing Date.
Earn-Out Shares. 7.1 The Consultant shall be issued, on execution of this Agreement, 750,000 earn-out shares. The Earn-Out Shares shall be held in the custody of the Company or its designee and shall be released to the Consultant on the basis of 10% of the original number of Earn-Out Shares on each anniversary of this Agreement. Notwithstanding that the shares are held in custody and are not released to the Consultant, all voting and dividend rights in respect of the Earn-Out Shares shall accrue to the Consultant and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares.
Earn-Out Shares. The Company shall issue to Executive [X] shares of the Company’s common stock, par value $0.0001 per share (the “Earn-Out Shares”), pursuant and subject to that certain Earn-Out Agreement, dated as of December 20, 2021 by and among ITHAX Acquisition Corp., and certain persons listed on Schedule A thereto (the “Earn-Out Agreement”). The Earn-Out Shares are subject to all terms and conditions of the Earn-Out Agreement, including the vesting and forfeiture terms thereof, which Executive acknowledges receipt of, and agrees to become bound by and a party thereto. Executive agrees to sign such documents and take such actions as may be reasonably requested by the Company (such as but not limited to executing a joinder agreement) in relation to the Earn-Out Agreement. In addition to being subject to those vesting and forfeiture terms in the Earn-Out Agreement, the Earn-Out Shares, will be granted to Executive as follows:
Earn-Out Shares. On June 30 of each year during the three (3) year period commencing July 1, 2004 and ending June 30, 2007, Seller shall have the right to receive 16,666,667 shares of ACT's common stock at a price per share of $.01 (the "EARN-OUT SHARES"), provided that Purchaser achieves the Milestones (as defined below) during such year. In the event that Purchaser does not achieve the Milestones during any year, the Earn-Out Shares for such year shall be forfeited and, except as provided below, Seller shall have no right to re-earn such Earn-Out Shares in a future year; provided further that such number of Earn-Out Shares shall be adjusted accordingly for stock-splits, reverse stock-splits and other recapitalizations effected by ACT. Notwithstanding the foregoing, in the event the Milestones are not achieved in a given year, the board of directors of ACT shall have the right in its sole and absolute discretion, to grant to Seller all or a portion of the Earn-Out Shares that could have been earned during such year. For purposes hereof, "MILESTONES" shall mean the following revenue and EBIDTA goals of Purchaser for the applicable year: FISCAL YEAR END REVENUES EBIDTA --------------- -------- ------ June 30, 2005 $ 6,600,000 $ 500,000 June 30, 2006 $ 8,600,000 $ 860,000 June 30, 2007 $ 11,600,000 $1,400,000 That Parties agree that Purchaser shall be a stand alone entity for purposes of calculating EBIDTA and that extraordinary expenses of any Affiliate of Purchaser shall not be considered in calculating EBIDTA. Notwithstanding the foregoing, extraordinary expenses of Purchaser for compliance with Section 404 of the Sarbanes-Oxley Act of 2002, in an amount not to exceed $25,000, shall xxx xx xxxxxxered for purposes of calculating EBIDTA for the 12-month period ending June 30, 2005. Moreover, neither the repayment of the Purchaser Note nor any interest or expenses incurred by Purchaser in connection with the Purchase Price shall be included in the calculation of EBIDTA for purposes of determining whether the Milestones have been met.
Earn-Out Shares. The Company shall use its reasonable efforts --------------- to amend all acquisition agreements to which it or one of its subsidiaries is a party and that provide for the future issuance of Company Shares or shares of capital stock of a subsidiary ("Subsidiary Shares") as deferred consideration, purchase price adjustment or otherwise, to allow for the issuance of Parent Shares in lieu of Company Shares or Subsidiary Shares in an amount equal to, (i) with respect to the Company Shares, the number of Company Shares otherwise issuable, multiplied by the Exchange Ratio, and (ii) with respect to the Subsidiary Shares, the number of Subsidiary Shares otherwise issuable, multiplied by a factor that appropriately reflects the exchange ratio or other valuation factor used in the acquisition of the respective subsidiary by the Company.
Earn-Out Shares. (a) In the case of Earn-out Shares issued in respect of shares of HoldCo Common Stock held immediately prior to the consummation of the Stock Split pursuant to Section 2.2(e), the allocation of Earn-out Shares among the First Target Earn-out Shares, the Second Target Earn-out Shares and the Third Target Earn-out Shares shall be calculated in accordance with Section 2.10(b) as percentages of the aggregate number of such Earn-out Shares issued to each holder thereof.
Earn-Out Shares. In addition to the Stock Consideration, Chaparral Stockholders shall be entitled to up to an additional: (1) fifteen million (15,000,000) shares of Parent Common Stock, which includes the Escrow Shares (the “Share Price Earn-Out Shares”), and (2) five million (5,000,000) shares of Parent Common Stock (the “EBITDA Earn-Out Shares” and together with the Share Price Earn-Out Shares, the “Earn-Out Shares”) in the event Parent achieves certain earn-out triggers, defined in terms of a combination of criteria as follows:
Earn-Out Shares. The provisions of Schedule 3 shall apply with respect to the payment of the Earn-out Shares.
Earn-Out Shares. 6.01 Additional shares of ATI $.0001 par value common stock (hereinafter referred to as the "Earn Out Shares") shall be issued to Xxxxxx up to a total of 2,000,000 additional shares to the extent that any of the following levels of Gross Revenues are achieved by Nurescell AG in any of the five full calender years following the date of this Agreement: Gross Revenues Additional Shares -------------- ----------------- Over $5 Million but less than $6 Million 200,000 Over $6 Million but less than $7.5 Million 400,000 Over $7.5 Million but less than $10 Million 666,000 Over $10 Million 1,000,000
Earn-Out Shares. In consideration of Purchaser’s payment of the Purchase Price, the Company shall cause Black Ridge to issue to Purchaser shares of BRAC Common Stock (the “Earn-out Shares”) equal to the product of (i) 3,846,153 shares, multiplied by (ii) the Purchase Price, divided by (iii) $100,000,000, upon the satisfaction of the following conditions:
