Earnout Shares. At the Closing, in addition to the consideration to be received pursuant to Section 4.01, and as part of the overall consideration payable to the holders of Company Common Stock as of immediately prior to the Effective Time (the “Earnout Recipients”), SPAC shall place 6,000,000 shares of Domesticated SPAC Common Stock (the “Earnout Shares”) into escrow with the Escrow Agent pursuant to the terms of the Escrow Agreement. If, at any time during the period beginning on the Closing Date and expiring at the close of business on the fifth (5th) anniversary of the Closing Date (the “Earnout Period”): (i) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $12.00 for any twenty (20) Trading Days (the “First Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver 1,000,000 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,000,000 Earnout Shares; (ii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $13.50 for any twenty (20) Trading Days (the “Second Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,333,333 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,333,333 Earnout Shares; (iii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $15.00 for any twenty (20) Trading Days (the “Third Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,666,667 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,666,667 Earnout Shares; (iv) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $16.50 for any twenty (20) Trading Days (the “Fourth Earnout Trigger” and with the First Earnout Trigger, the Second Earnout Trigger and the Third Earnout Trigger, the “Earnout Triggers”), SPAC shall instruct the Escrow Agent to deliver an additional 2,000,000 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 2,000,000 Earnout Shares.
Appears in 1 contract
Samples: Business Combination Agreement (Aurora Technology Acquisition Corp.)
Earnout Shares. At the Closing, in addition to the consideration to be received pursuant to Section 4.01, and as part of the overall consideration payable to the holders of Company Common Stock as of immediately prior to the Effective Time (the “Earnout Recipients”), SPAC shall place 6,000,000 shares of Domesticated SPAC Common Stock (the “Earnout Shares”a) into escrow with the Escrow Agent pursuant to the terms of the Escrow Agreement. If, at any time during the seven (7)-year period beginning on following the Closing Date and expiring at the close of business on the fifth (5th) anniversary of the Closing Date (the “Earnout Period”):
(i) ), the VWAP of Domesticated SPAC the Company Common Stock shall be Shares is greater than or equal to or greater than $12.00 for any twenty (20) Trading Days (the “First Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver 1,000,000 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,000,000 Earnout Shares;
(ii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $13.50 for any twenty (20) Trading Days (the “Second Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,333,333 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,333,333 Earnout Shares;
(iii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $15.00 for any twenty (20) Trading Days within any thirty (30)-Trading Day period (such time when the foregoing is first satisfied, the “First Earnout Achievement Date”), the Company shall promptly issue to each of the Existing Wejo Equityholders, its pro rata portion of 1,500,000 Company Common Shares (the “Third First Earnout TriggerShares”)) in accordance with the Allocation Schedule.
(b) If, SPAC shall instruct the Escrow Agent to deliver an additional 1,666,667 Earnout Shares to at any time during the Earnout RecipientsPeriod, with each Earnout Recipient receiving its Pro Rata Share of such 1,666,667 Earnout Shares;
(iv) the VWAP of Domesticated SPAC Company Common Stock shall be Shares is greater than or equal to or greater than $16.50 18.00 for any twenty (20) Trading Days within any thirty (30) Trading Day-period (such time when the foregoing is first satisfied, the “Second Earnout Achievement Date”), the Company shall promptly issue to each of the Existing Wejo Equityholders, its pro rata portion of 1,500,000 Company Common Shares (the “Second Earnout Shares”) in accordance with the Allocation Schedule.
(c) If, at any time during the Earnout Period, the VWAP of Company Common Shares is greater than or equal to $21.00 for any twenty (20) Trading Days within any thirty (30) Trading Day-period (such time when the foregoing is first satisfied, the “Third Earnout Achievement Date”), the Company shall promptly issue to each of the Existing Wejo Equityholders, its pro rata portion of 1,500,000 Company Common Shares (the “Third Earnout Shares”) in accordance with the Allocation Schedule.
(d) If, at any time during the Earnout Period, the VWAP of Company Common Shares is greater than or equal to $24.00 for any twenty (20) Trading Days within any thirty (30) Trading Day-period (such time when the foregoing is first satisfied, the “Fourth Earnout Achievement Date”, and with the First Earnout Achievement Date, the Second Earnout Achievement Date, the Third Earnout Achievement Date, the “Earnout Achievement Dates”), the Company shall promptly issue to each of the Existing Wejo Equityholders, its pro rata portion of 1,500,000 Company Common Shares (the “Fourth Earnout Trigger” Shares”, and together with the First Earnout TriggerShares, the Second Earnout Trigger Shares and the Third Earnout TriggerShares, the “Earnout TriggersShares”) in accordance with the Allocation Schedule.
(e) In the event that there is a binding definitive agreement with respect to a Company Sale entered into during the Earnout Period, to the extent it has not already occurred, each of the Earnout Achievement Dates shall be deemed to occur on the day prior to the closing of such Company Sale if the price paid per Company Common Share in such Company Sale is greater than or equal to the threshold applicable to such Earnout Achievement Date, and the Company shall issue the Earnout Shares for each such deemed Earnout Achievement Date promptly following such day; provided, that (i) in each of the foregoing clauses (c) and (d), SPAC to the extent the price paid per Company Common Share includes consideration or property other than cash (including contingent consideration), the board of directors of the Company shall instruct determine the Escrow Agent price paid per Company Common Share in such Company Sale in good faith (valuing any such consideration payable in publicly-traded securities of the acquiror, on a per-security basis, at the VWAP of such security over the twenty (20) consecutive Trading Day period ending on (and including) the second (2nd) Business Day prior to deliver an additional 2,000,000 the date of the entry into the binding definitive agreement providing for the consummation of such Company Sale) and (ii) any determination by the board of directors of the Company with respect to any matters contemplated by, or related to, this Section 3.06, including the price paid per Company Common Share in any Company Sale and the determination of whether any Company Common Shares are issuable under this Section 3.06, shall be made in good faith and shall be final and binding on the Parties.
(f) The Company Common Share price targets set forth in this Section 3.06 and the number of shares to be issued pursuant to this Section 3.06 shall be equitably adjusted for any share dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the Company Common Shares during the Earnout Period.
(g) Any payments to the Existing Wejo Equityholders pursuant to this Section 3.06 shall be treated for all purposes as being in consideration for the Wejo Purchase.
(h) All Company Common Shares to be issued pursuant to this Section 3.06 will upon issue be credited and treated as fully paid and non-assessable.
(i) The date on which any Earnout Shares are issued pursuant to the this Section 3.06 shall be referred to as an “Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 2,000,000 Earnout SharesPayment Date”.
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Earnout Shares. At The Stockholders shall be entitled to receive, as additional consideration for the Closing, in addition to Merger and without any action on the consideration to be received pursuant to Section 4.01, and as part of the overall consideration payable to Purchaser, Merger Sub, the holders of Company Common Stock as of immediately prior to or the Effective Time (the “Earnout Recipients”)Stockholders, SPAC shall place 6,000,000 additional shares of Domesticated SPAC Purchaser Common Stock (the “Earnout Shares”) into escrow with as set forth below. At the Escrow Agent pursuant time any such Earnout Shares are earned and become issuable as provided below, (i) a total of 90.6% (rounded to the terms nearest whole share) of the Escrow Agreement. IfEarnout Shares then earned and issuable shall be issued to the Stockholders on a pro-rata basis based on their Stockholder Per Share Percentage, at any time during and (ii) the period beginning on remaining Earnout Shares that would otherwise have been issuable shall not be issuable to the Stockholders but in lieu thereof the number of authorized shares available for issuance under the Purchaser Equity Plan shall be automatically increased by an equivalent number of shares of Purchaser Common Stock.
(a) Following the Closing Date and expiring at Date, if the close daily volume weighted average price of business on Purchaser Common Stock in any 20 trading days within a 30 trading day period prior to the fifth forty-two (5th42) month anniversary of the Closing Date is greater than or equal to $20.00 per share (the “First Earnout”), then the Stockholders shall be entitled to receive such number of additional shares of Purchaser Common Stock as equals the quotient of $20,000,000 divided by the Closing Price Per Share.
(b) Following the Closing Date, if the daily volume weighted average price of Purchaser Common Stock in any 20 trading days within a 30 trading day period prior to the six (6) year anniversary of the Closing Date is greater than or equal to $35.00 per share (the “Second Earnout”), then the Stockholders shall be entitled to receive such number of additional shares of Purchaser Common Stock as equals the quotient of $20,000,000 divided by the Closing Price Per Share.
(c) Following the Closing Date, if the daily volume weighted average price of Purchaser Common Stock in any 20 trading days within a 30 trading day period prior to the eight (8) year anniversary of the Closing Date is greater than or equal to $45.00 per share (the “Third Earnout” and together with the First Earnout and Second Earnout, the “Earnouts”), then the Stockholders shall be entitled to receive such number of additional shares of Purchaser Common Stock as equals the quotient of $20,000,000 divided by the Closing Price Per Share.
(d) In the event that after the Closing Date and during the period when any Earnout may still be earned (the “Earnout Period”):
(i) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $12.00 for any twenty (20) Trading Days (the “First Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver 1,000,000 there is a Change of Control, then any Earnout Shares that the Stockholders would have been entitled to receive pursuant to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,000,000 Earnout Shares;
(ii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $13.50 for any twenty (20) Trading Days (the “Second Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,333,333 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,333,333 Earnout Shares;
(iii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $15.00 for any twenty (20) Trading Days (the “Third Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,666,667 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,666,667 Earnout Shares;
(iv) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $16.50 for any twenty (20) Trading Days (the “Fourth Earnout Trigger” and with the First Earnout TriggerEarnout, the Second Earnout Trigger and or the Third Earnout TriggerEarnout, as applicable, determined based on whether the “Earnout Triggers”), SPAC shall instruct aggregate consideration to be received by the Escrow Agent to deliver an additional 2,000,000 Earnout Shares to Stockholders in exchange for a share of Purchaser Common Stock in such Change of Control equals or exceeds the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 2,000,000 Earnout Shares.applicable stock price threshold set forth
Appears in 1 contract
Earnout Shares. At The Stockholders shall be entitled to receive, as additional consideration for the Closing, in addition to Merger and without any action on the consideration to be received pursuant to Section 4.01, and as part of the overall consideration payable to Purchaser, Merger Sub, the holders of Company Common Stock as of immediately prior to or the Effective Time (the “Earnout Recipients”)Stockholders, SPAC shall place 6,000,000 additional shares of Domesticated SPAC Purchaser Common Stock (the “Earnout Shares”) into escrow with as set forth below. At the Escrow Agent pursuant time any such Earnout Shares are earned and become issuable as provided below, (i) a total of 90.6% (rounded to the terms nearest whole share) of the Escrow Agreement. IfEarnout Shares then earned and issuable shall be issued to the Stockholders on a pro-rata basis based on their Stockholder Per Share Percentage, at any time during and (ii) the period beginning on remaining Earnout Shares that would otherwise have been issuable shall not be issuable to the Stockholders but in lieu thereof the number of authorized shares available for issuance under the Purchaser Equity Plan shall be automatically increased by an equivalent number of shares of Purchaser Common Stock.
(a) Following the Closing Date and expiring at Date, if the close daily volume weighted average price of business on Purchaser Common Stock in any 20 trading days within a 30 trading day period prior to the fifth forty-two (5th42) month anniversary of the Closing Date is greater than or equal to $20.00 per share (the “First Earnout”), then the Stockholders shall be entitled to receive such number of additional shares of Purchaser Common Stock as equals the quotient of $20,000,000 divided by the Closing Price Per Share.
(b) Following the Closing Date, if the daily volume weighted average price of Purchaser Common Stock in any 20 trading days within a 30 trading day period prior to the six (6) year anniversary of the Closing Date is greater than or equal to $35.00 per share (the “Second Earnout”), then the Stockholders shall be entitled to receive such number of additional shares of Purchaser Common Stock as equals the quotient of $20,000,000 divided by the Closing Price Per Share.
(c) Following the Closing Date, if the daily volume weighted average price of Purchaser Common Stock in any 20 trading days within a 30 trading day period prior to the eight (8) year anniversary of the Closing Date is greater than or equal to $45.00 per share (the “Third Earnout” and together with the First Earnout and Second Earnout, the “Earnouts”), then the Stockholders shall be entitled to receive such number of additional shares of Purchaser Common Stock as equals the quotient of $20,000,000 divided by the Closing Price Per Share.
(d) In the event that after the Closing Date and during the period when any Earnout may still be earned (the “Earnout Period”):
(i) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $12.00 for any twenty (20) Trading Days (the “First Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver 1,000,000 Earnout Shares to the Earnout Recipientsthere is a Change of Control, with each Earnout Recipient receiving its Pro Rata Share of such 1,000,000 Earnout Shares;
(ii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $13.50 for then any twenty (20) Trading Days (the “Second Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,333,333 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,333,333 Earnout Shares;
(iii) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $15.00 for any twenty (20) Trading Days (the “Third Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,666,667 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,666,667 Earnout Shares;
(iv) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $16.50 for any twenty (20) Trading Days (the “Fourth Earnout Trigger” and with the First Earnout Trigger, the Second Earnout Trigger and the Third Earnout Trigger, the “Earnout Triggers”), SPAC shall instruct the Escrow Agent to deliver an additional 2,000,000 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 2,000,000 Earnout Shares.Earnout
Appears in 1 contract
Earnout Shares. At (a) If at any time during the Closingsixty (60) months following the Closing (the first business day following the end of such period, in addition to the consideration to be received pursuant to Section 4.01, and as part “Forfeiture Date”) the closing share price of the overall consideration payable to the holders of Company Acquiror Common Stock is greater than $12.50 over any twenty (20) Trading Days within any thirty (30) Trading Day period, the Acquiror shall promptly issue to each Company Stockholder as of immediately prior to the Effective Time a number of shares equal to the product of (x) the “Earnout Recipients”), SPAC shall place 6,000,000 shares Stockholder Ownership Allocation of Domesticated SPAC Common Stock such Company Stockholder multiplied by (y) 50% of the “Earnout Shares”, electronically through book-entry delivery.
(b) into escrow with the Escrow Agent pursuant to the terms of the Escrow Agreement. If, If at any time during prior to the period beginning on Forfeiture Date, the Closing Date and expiring at the close of business on the fifth (5th) anniversary closing share price of the Closing Date (the “Earnout Period”):
(i) the VWAP of Domesticated SPAC Acquiror Common Stock shall be equal to or is greater than $12.00 for 15.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period, the Acquiror shall promptly issue to each Company Stockholder as of immediately prior to the Effective Time a number of shares equal to the product of (x) the Stockholder Ownership Allocation of such Company Stockholder multiplied by (y) 50% of the Earnout Shares, electronically through book-entry delivery.
(c) To the extent a fractional share of Acquiror Common Stock is issuable as part of the allocable Earnout Shares to a Company Stockholder after aggregating all fractional shares of Acquiror Common Stock that otherwise would be allocable to such Company Stockholder, in respect of his, her or its Earnout Shares, such fraction shall be rounded up to one whole share of Acquiror Common Stock.
(d) The Acquiror Common Stock price targets in clauses (a) and (b) above shall be equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Acquiror Common Stock after the date of this Agreement (other than in respect of issuances of Acquiror Common Stock in connection with (i) any equity financing by Acquiror in relation to the Transaction or (ii) the issuance of the Merger Consideration (including the Closing Date Merger Consideration)).
(e) Following the Closing and prior to the end of the Forfeiture Date, Acquiror and its Subsidiaries, including the Company Entities, will be entitled to (i) operate their respective businesses based upon their respective business requirements and in their own business judgment, and (ii) make changes in their respective sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their respective businesses, including actions that may have an impact on whether any thresholds in respect of Earnout Shares have been met, and none of the Company Stockholders will have any right to claim any damages as a result of such decisions or the failure to satisfy any of the thresholds set forth in Sections 3.10(a) or (b).
(f) If, prior to the end of the Forfeiture Date, there is a Change of Control that will result in the holders of Acquiror Common Stock receiving a per share price equal to or in excess of the Reference Price (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Acquiror Common Stock after the date of this Agreement) (an “First Earnout TriggerAcceleration Event”), SPAC then the Acquiror shall instruct promptly issue to each Company Stockholder as of immediately prior to the Escrow Agent Effective Time a number of shares equal to deliver 1,000,000 the product of (x) the Stockholder Ownership Allocation of such Company Stockholder multiplied by (y) the Earnout Shares to the extent that such Earnout RecipientsShares have not previously been issued, with each Earnout Recipient receiving its Pro Rata Share of such 1,000,000 Earnout Shares;electronically through book entry-delivery.
(iig) the VWAP The Company Stockholders are intended third party beneficiaries of Domesticated SPAC Common Stock this Section 3.10, and each Company Stockholder shall be equal entitled to or greater than $13.50 for any twenty enforce the same.
(20h) Trading Days (the “Second Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,333,333 All Earnout Shares to be issued and delivered in connection with this Section 3.10 to the Earnout RecipientsCompany Stockholders shall be, with each Earnout Recipient receiving its Pro Rata Share upon issuance and delivery of such 1,333,333 Earnout Shares;
(iii) the VWAP , duly authorized and validly issued and fully paid and non-assessable, free and clear of Domesticated SPAC Common Stock shall be equal to or greater than $15.00 for any twenty (20) Trading Days (the “Third Earnout Trigger”), SPAC shall instruct the Escrow Agent to deliver an additional 1,666,667 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 1,666,667 Earnout Shares;
(iv) the VWAP of Domesticated SPAC Common Stock shall be equal to or greater than $16.50 for any twenty (20) Trading Days (the “Fourth Earnout Trigger” and with the First Earnout Trigger, the Second Earnout Trigger and the Third Earnout Trigger, the “Earnout Triggers”), SPAC shall instruct the Escrow Agent to deliver an additional 2,000,000 Earnout Shares to the Earnout Recipients, with each Earnout Recipient receiving its Pro Rata Share of such 2,000,000 Earnout Sharesall Liens.
Appears in 1 contract
Samples: Merger Agreement (Acamar Partners Acquisition Corp.)
