Earnout Generally. At the Closing or as soon as reasonably practicable thereafter, and, in any case, by no later than seven (7) Business Days after the Closing and after receipt of all required approvals from any applicable Governmental Authority for the Israeli Prospectus (as defined in Section 5.15(a)), subject to the terms and conditions set forth herein, the Company shall issue to the Company Shareholders who were Company Shareholders as of immediately prior to the Closing at a record date to be determined by the Company in coordination with the TASE (the “Pre-Closing Company Shareholders”) an aggregate of Four Million (4,000,000) non-tradeable, non-assignable rights (the “Earnout Rights”), to be allocated among the Pre-Closing Company Shareholders according to their respective Pro Rata Shares. The Earnout Rights shall be automatically converted into Company Ordinary Shares (by the Company issuing one Company Ordinary Share in lieu of each converted Earnout Right which shall be automatically cancelled and extinguished upon such conversion), in an amount not to exceed Four Million (4,000,000) Company Ordinary Shares in the aggregate (subject to adjustment after the Closing for share splits, combinations or exchange or readjustment of shares, reorganizations, recapitalizations, share sub-divisions (including share consolidations), split-up and the like, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), upon and subject to the occurrence of Earnout Milestone(s) (as defined below) during a five-year period (which shall commence as of the first day of the full fiscal quarter immediately following the Closing) (the “Earnout Period”), subject to the other terms set forth below, including the terms detailed in Sections 1.2(h)(i) and 1.2(h)(ii) below, and without the payment of any consideration by the Pre-Closing Company Shareholders (other than, to the extent applicable, the transfer of the applicable Withholding Amount (as defined below) by each respective Pre-Closing Company Shareholder in accordance with the terms set forth in Sections 1.2(h)(i) and 1.2(h)(ii) below). The Earnout Rights shall be issued through the “Nesher system” of the TASE. The Earnout Rights shall convert automatically into Earnout Shares as follows and subject to the terms of Sections 1.2(h)(i) and 1.2(h)(ii) below:
Earnout Generally. The parties acknowledge and agree that in addition to the Component One Consideration and the Component Two Consideration, Parent shall deposit with the Exchange Agent for payment to the Shareholders an amount equal to the Earnout Amounts set forth herein, in cash, as earned, and shall treat such Earnout Amount in accordance with this ARTICLE IX.
Earnout Generally. The parties acknowledge and agree that the Company’s projected revenue targets (as described below) are material factors in determining the valuation of the Company by Parent. Therefore, notwithstanding any provision of this Agreement to the contrary, Parent shall retain a portion of the Merger Consideration equal to the Earnout Consideration otherwise payable at the Effective Time to the Stockholders and shall treat such Earnout Consideration in accordance with this Article VIII.
Earnout Generally. The parties acknowledge and agree that the Company’s annual recurring revenue is a material factor in determining the valuation of the Company by Parent. Therefore, notwithstanding any provision of this Agreement to the contrary, Parent shall pay to the Stockholders their portion of the Earnout Consideration, if any, in accordance with this Article III.
Earnout Generally. The parties acknowledge and agree that the Company’s projected Xxxxxxxx (as such term is defined in Annex A attached hereto) (as described below) are material factors in determining the valuation of the Company by Parent. Therefore, notwithstanding any provision of this Agreement to the contrary, Parent shall retain a portion of the Merger Consideration equal to the Earnout Consideration otherwise payable at the Effective Time to the Stockholders and shall treat such Earnout Consideration in accordance with this ARTICLE VIII.
Earnout Generally. Of the Pubco Ordinary Shares to be issued by Pubco to the Sellers identified on Annex I hereto as Earnout Participants (the “Earnout Participants”) in the Share Exchange, a number of Pubco Ordinary Shares equal in value to Six Hundred and Seventy Four Million U.S. Dollars ($674,000,000), with each such Pubco Ordinary Share being valued at the Redemption Price (such Pubco Ordinary Shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with the Earnings thereof, the “Earnout Shares”), shall be issued and registered by Pubco in the name of the Earnout Participants, but shall be unvested and subject to potential surrender and cancellation in accordance with this Section 2.3. Additionally, the Earnout Participants agree that until the Earnout Shares have become vested in accordance with Section 2.3(c), (i) all Earnings related to such Earnout Shares shall be held in a segregated escrow account (the “Escrow Account”), and (ii) the Earnout Participants will not be permitted to sell, assign, convey, pledge, hypothecate, transfer or otherwise dispose of the Earnout Shares (or any rights to the Earnings thereon) (the “Earnout Transfer Restrictions”). Otherwise, the Earnout Shares shall have the same rights as the Pubco Ordinary Shares. Each of the Earnout Participants agrees that the Earnout Shares shall vest and no longer be subject to potential cancellation and become free of the Earnout Transfer Restrictions, and that each of the Earnout Participants shall have the contingent right to receive a pro rata portion of the Earnings (such pro rata allocation based on the number of Purchased Shares owned by such Earnout Participant, divided by the total number of Purchased Shares owned by all Earnout Participants (such percentage being each such Earnout Participant’s “Earnout Percentage”)) based on the consolidated gross revenue of Pubco and its Subsidiaries (including the Target Companies) (the “Gross Revenues”) during the calendar years ending each of December 31, 2023, December 31, 2024 and December 31, 2025 (each such calendar year, an “Earnout Year”) and the price of the Pubco Ordinary Shares during certain specified periods after the Closing.
Earnout Generally. The parties acknowledge and agree that projected financial goals of the Investment Banking Business after the Closing are material factors in determining the valuation of Seller by Parent and Purchaser. Therefore, notwithstanding any provision of this Agreement to the contrary, any payment of Earnout Payments shall be made only in accordance with this Article 11.
Earnout Generally. In addition to the Merger Consideration Shares to be issued by the Purchaser to the Company Stockholders, after the Closing, subject to the terms and conditions set forth herein, the Company Stockholders shall have the contingent right to receive, up to 3,000,000 shares of Purchaser’s Class A Common Stock (such shares of Purchaser Class A Common Stock, subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, the “Earnout Shares”), as additional consideration as follows:
Earnout Generally. The parties acknowledge and agree that the Company's projected revenue and deployment development targets (as described below) are material factors in determining the valuation of the Company by Parent. Therefore, notwithstanding any provision of this Agreement to the contrary, Parent shall retain such an amount equal to Two Million U.S. dollars ($2,000,000) (the "EARNOUT AMOUNT") of the Merger Consideration otherwise payable at the Effective Time to the Stockholders, and the obligation of the Company to pay such Earnout Amount shall be contingent upon the achievement of the milestones specified in this ARTICLE IX.
Earnout Generally
