Earnout Shares. The parties hereto hereby agree that (x) 50% of the Pubco Ordinary Shares to be held by each Sponsor Member immediately following the Second Merger Effective Time and after giving effect to the Share Cancellation shall be fully vested and freely tradable, subject only to the restrictions set forth in that certain Letter Agreement, dated as of December 14, 2021, by and between the Sponsor Members and SPAC (as may be amended from time to time, the “Insider Letter Agreement”), and (y) the Sponsor Members will place, or cause to be placed, the remaining 50% of the Pubco Ordinary Shares to be issued to each Sponsor Member immediately following the Second Merger Effective Time and after giving effect to the Share Cancellation into escrow (the “Earnout Shares”) to be transferred to a mutually agreed upon escrow agent and held in such escrow pursuant to a customary escrow agreement to be mutually agreed upon by the Sponsor Members and Pubco, such escrow agent holding the number of Earnout Shares relating to any Sponsor Member as nominee of and for the benefit of such Sponsor Member, subject always to the terms of this Agreement and such escrow agreement. The Earnout Shares shall become fully vested such that they shall be released from escrow pursuant to such escrow agreement, and delivered to be held directly by the Sponsor Members immediately upon the satisfaction of the vesting and forfeiture as described below.
Earnout Shares. In the event that (a) the Company’s Adjusted EBITDA for the twelve (12) month period commencing on the first full month that is after Closing Date (the “Earnout Period”)1 is $5,000,000 or more (the “Adjusted EBITDA Target) or (b) the closing JAC Stock Price is $12.00 or more after the Closing Date (the “Stock Price Target”) and prior to the end of the Earnout Period, the Company shall issue:
Earnout Shares. Prior to or as soon as practicable following the date of this Agreement, the Company shall take any action (including the giving of notice to the Accredited Sellers (as such term is defined in the Macro Agreement)) as is required by the Macro Agreement and the Macro Side Letters so that, in accordance with the terms of the Macro Agreement and the Macro Side Letters, the right to receive a share of Company Common Stock under the Macro Agreement and the Macro Side Letters shall be converted into the right to receive the Merger Consideration when and if such shares of Company Common Stock become issuable to the Accredited Sellers pursuant to the terms of the Macro Agreement and the Macro Side Letters.
Earnout Shares. Subject to the terms and conditions of this Agreement, at or prior to the Merger Closing, PubCo shall cause Seller to deposit the Earnout Shares into the Earnout Escrow Account (as defined below) to be released to the Seller or surrendered by the Seller to PubCo for forfeiture and cancellation subject to the surrender provisions set forth on Annex I hereto.
Earnout Shares. (a) At the Share Exchange Effective Time, on the terms and subject to the conditions set forth in this Agreement and the Plan of Arrangement, each Company Shareholder shall be entitled to receive the portion of the Company Earnout Shares to which he, she or it is entitled in accordance with the Allocation Schedule, Section 2.6 and this Section 2.8.
Earnout Shares. The Company will issue to WEB a warrant entitling WEB to purchase up to 2,000,000 shares of the common stock of the Company ("Earnout Warrant") subject to adjustment as set forth in the Earnout Warrant. The exercise price per share shall be $5.40. The Earnout Warrant shall be subject to the following vesting schedule: The Earnout Warrant shall vest at the rate of 25 shares of Company Common Stock per Customer Subscription obtained from a Property in an Exclusive Territory marketed by WEB pursuant to this Agreement. As used in this Agreement, a "Customer Subscription" is equal to 1/3 of a cable television subscription; that is, each three cable television subscriptions equals one Customer Subscription. Additionally, each Customer Subscription is equal to 2/3 of a telephone subscription; that is, each three telephone subscriptions equals two Customer Subscriptions. The Earnout Warrant will be subject to a minimum vesting schedule as follows: Minimum Required Vested Vesting Date Shares for Period ------------------- -------------------------- December 31, 1999 100,000 December 31, 2000 150,000 additional December 31, 2001 200,000 additional December 31, 2002 300,000 additional December 31, 2003 500,000 additional May 22, 2004 750,000 additional Any portion of the minimum required vested shares for each year that is not vested by the Vesting Date for that year is lost and may never be exercised. Notwithstanding the foregoing, the maximum number of vested shares that can be exercised is the lesser of twenty percent (20%) of the Company's issued and outstanding Common Stock as of the Vesting Date or 2,000,000 shares (as adjusted pursuant to the Earnout Warrant) less any previously vested shares. Any shares which may not be exercised by reason of the foregoing limitation shall remain exercisable until such time as, by reason of additional issuances, the shares may be exercised. The Earnout Warrant must be exercised as to each share within five (5) years of the date the share is vested or the Earnout Warrant will expire as to that share. The Earnout Warrant shall be in substantially the form attached hereto as Exhibit E. Notification of vested Earnout Warrants for each calendar quarter will be sent by the Company to WEB no later than thirty (30) days after the last day of the quarter.
Earnout Shares. (a) During the five (5)-year period from the one hundred and eightieth (180th) day following the Closing (the “Earnout Period”), AMPSA shall, upon the occurrence of any Triggering Event (as defined below), issue additional Shares to Ardagh (subject to any adjustments pursuant to Section 3.6(d)) as follows:
Earnout Shares. (a) Following the Closing, as additional consideration for the Company Merger, within five (5) Business Days after the occurrence of a Triggering Event, HoldCo shall issue or cause to be issued to certain former Company Equityholders, based on their respective pro rata share of the Earnout Shares as set forth in the Allocation Schedule with respect to such Triggering Event, the following HoldCo Shares (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to HoldCo Shares occurring after the Closing) (the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Documents:
Earnout Shares. (a) Immediately prior to and contingent upon the Closing, a number of Sponsor Promote Shares set forth opposite each Sponsor’s name on Schedule I hereto (assuming no stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event occurs between the date hereof and the Closing) shall immediately become subject to the vesting provisions set forth in Section 1.2(b) (such shares, the “Earnout Shares”) (it being understood that such Earnout Shares shall no longer be subject to the vesting provisions of the Letter Agreement (as defined below)). Earnout Shares shall continue to be Earnout Shares if held by any permitted transferee of Earnout Shares. For the avoidance of doubt, it is acknowledged and agreed that any shares of Parent Common Stock held by the Sponsors that are not Earnout Shares shall not be subject to the provisions of this Section 1.2.
Earnout Shares. (a) In consideration for the Company Shareholders’ sale, assignment and transfer of the Company Shares pursuant to the Share Acquisition (and in addition to the issuance of the Closing Number of Shares pursuant to Section 2.2), as promptly as reasonably practicable (but in any event, within five (5) Business Days) after the occurrence of a Triggering Event, Holdings shall issue to the Eligible Company Equityholders with respect to such Triggering Event the following number of Holdings Common Shares, upon the terms and subject to the conditions set forth in this Agreement:
