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. 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. 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. 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. (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. In addition to the merger consideration payable in respect of Company Capital Stock pursuant to Section 1.5 and in respect of Company Options pursuant to Section 1.9, Parent shall be required to issue additional shares of Parent Common Stock to the Merger Securityholders as provided in this Section 1.13 (such shares, the “Earnout Shares”). With respect to each Calculation Period, Parent shall issue to the Exchange Agent (for the benefit of the Merger Securityholders) 1,196,172 shares of Parent Common Stock if the EBITDA Amount for such Calculation Period exceeds the applicable EBITDA Threshold for such Calculation Period. If the EBITDA Amount for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earnout Shares will be issued for such Calculation Period; provided, however, that notwithstanding the foregoing: (A) if the EBITDA Amount for the 2015 Calculation Period does not equal or exceed the EBITDA Threshold for such 2015 Calculation Period, but the EBITDA Amount for the 2016 Calculation Period equals or exceeds the EBITDA Threshold for the 2016 Calculation Period, then the Merger Securityholders shall be entitled to receive 100% of the Earnout Shares for both the 2015 and 2016 Calculation Periods (i.e., a total of 2,392,344 shares of Parent Common Stock); (B) if the EBITDA Amount for the 2017 Calculation Period equals or exceeds the EBITDA Threshold for the 2017 Calculation Period, but the EBITDA Amount for either or both of the 2015 or 2016 Calculation Periods did not equal or exceed the applicable EBITDA Threshold for such periods, then the Merger Securityholders shall be entitled to receive 100% of the Earnout Shares for the 2017 Calculation Period plus 100% of the Earnout Shares for any prior Calculation Period not previously earned; (C) if the EBITDA Amount for the 2016 Calculation Period exceeds the EBITDA Threshold for such period by 10% or more, then the Merger Securityholders shall automatically earn all of the Earnout Shares payable in respect of the 2017 Calculation Period (without regard to the Company’s actual results for the 2017 Calculation Period), and the Earnout Shares otherwise payable for the 2017 Calculation Period shall be paid to the Merger Securityholders at the same time as which the Earnout Shares are paid with respect to the 2016 Calculation Period; and (D) immediately prior to, but subject to the consummation of, a Change of Control Transaction, the maximum number of Earnout Shares payable to t...
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 the event that, during the one (1) year period following the Closing Date (the “First Earnout Period”), the VWAP per PubCo Share is greater than or equal to $12.00 for any twenty (20) trading days within any thirty (30) trading day period during the First Earnout Period, PubCo shall promptly (and in any event within five (5) Business Days of such twentieth (20th) trading day) issue or cause to be issued to the Company Shareholder an additional 1,470,588 PubCo Shares (“First Level Contingent Share Consideration”) for no additional consideration. Further, in the event that, during the eighteen (18) month period following the Closing Date (the “Second Earnout Period”), the VWAP per PubCo Share is greater than or equal to $15.00 for any twenty (20) trading days within any thirty (30) trading day period during the Second Earnout Period, PubCo shall promptly (and in any event within five (5) Business Days of such twentieth (20th) trading day) issue or cause to be issued to the Company Shareholder an additional 1,470,588 PubCo Shares (“Second Level Contingent Share Consideration”) for no additional consideration. Finally, in the event that, PubCo’s First Annualized Net Gaming Revenue is greater than $171,000,000 (the “Earnings Threshold”), PubCo shall, on the fifth (5th) Business Day after the date the condensed interim financial statements of PubCo for such calendar quarter (or if the Annualized Period corresponds to a fiscal year, the audited financial statements for such Annualized Period) have been finalized, issue or cause to be issued to the Company Shareholder an additional 1,470,588 PubCo Shares for each One Million Dollars ($1,000,000) of the First Annualized Gaming Revenue over the Earnings Threshold, up to a maximum of 6,862,745 PubCo Shares (such PubCo shares issued pursuant to this sentence, “Third Level Contingent Share Consideration”) for no additional consideration. For the avoidance of doubt, the Company Shareholder shall not be entitled to receive more than 9,803,921 PubCo Shares pursuant to this Section 8.25. Notwithstanding the foregoing, if, as of the end of the Business Day on which the Third Level Contingent Share Consideration is otherwise required to be issued under this Section 8.25(a), the closing price per PubCo Share on the Nasdaq or other primary stock exchange, as reported by Bloomberg, is less than $10.20 per PubCo Share, PubCo shall only be obligated to issue or cause to be issued to the Company Shareholder the Third-Level ...
Earnout Shares. In addition to the Closing Merger Consideration, commencing 60 days following the Closing Date, the Holders shall be entitled to receive Earnout Shares, subject to the occurrence of the Triggering Events as hereinafter provided. The right to acquire the Earnout Shares shall expire in the event that such Earnout Shares are not earned, in accordance with Section 3.03(c), on or prior to the seventh anniversary of the Closing Date (the “Earnout Termination Date”).
Earnout Shares. The parties hereto hereby agree that (x) 3,150,000 PubCo Ordinary Shares, representing 70% of the PubCo Ordinary Shares to be held by the Sponsor immediately following the Effective Time, shall be fully vested and freely tradable, subject only to the restrictions set forth in that certain Letter Agreement, dated as of October 20, 2021, by and among SPAC, the Sponsor and the individuals signatory thereto, (as amended by that certain Insider Letter Amendment, dated June 26, 2023, the “Insider Letter”), and (y) 1,350,000 PubCo Ordinary Shares, representing the remaining 30% of the PubCo Ordinary Shares to be held by the Sponsor immediately following the Effective Time, shall be subject to vesting and forfeiture as described below (the “Earnout Shares”).
