Issuance of Earnout Shares. (i) During the Earnout Eligibility Period, the Company Earnout Holders shall be entitled to earn, in accordance with their respective Earnout Pro Rata Share, up to an aggregate amount of 5,000,000 additional shares of Parent Common Stock (subject to any adjustment pursuant to Section 3.7(e), the “Earnout Shares”) if the Adjusted Net Income for any Earnout Period is a positive number for the first time during the Earnout Eligibility Period (the “Earnout Milestone”). In the event that the Earnout Milestone is not met during the Earnout Eligibility Period, the Company Earnout Holders shall not be entitled to receive any of the Earnout Shares for such Earnout Milestone.
Issuance of Earnout Shares. From and after the Closing until the second anniversary of the Closing Date with respect to Section 3.7(a)(i), from and after the Closing until the third anniversary of the Closing Date with respect to Section 3.7(a)(ii), and from and after the Closing until the fifth anniversary of the Closing Date with respect to Section 3.7(a)(iii) (in each case, as applicable to such clause, the “Earnout Period”), as additional consideration in the Merger in respect of shares of Company Common Stock and Company Preferred Stock and the Company Options (and without the need for additional consideration from any holder thereof), promptly (but in any event within ten (10) Business Days) after the occurrence of any of the following events described in Sections 3.7(a)(i), 3.7(a)(ii), and 3.7(a)(iii) below (each a “Milestone Event”), the Persons who held (A) such shares of Company Common Stock and Company Preferred Stock (including shares of Company Preferred Stock and Common Stock received by former holders of Company Warrants and Company Convertible Notes by operation of Section 3.2(b) and Section 3.2(c) (but excluding holders of Dissenting Shares); and (B) Company Options, immediately prior to the Effective Time (such Persons, the “Company Earnout Holders”) shall be entitled to earn, in accordance with their respective Earnout Pro Rata Share as set forth in the Closing Consideration Spreadsheet, up to an aggregate amount of 12,000,000 additional shares of Parent Common Stock, in accordance with Sections 3.7(a)(i), 3.7(a)(ii), and 3.7(a)(iii) (subject to any adjustment pursuant to Section 3.7(g), the “Earnout Shares”):
Issuance of Earnout Shares. PubCo shall issue the relevant Earnout Shares in accordance with Appendix A hereto. On the date of each such issuance, PubCo shall deliver the relevant Earnout Shares to the Shareholders based on their respective Shareholding Percentage, as further provided in this Agreement.
Issuance of Earnout Shares. (a) As additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event (or, in the case of a Triggering Event that occurs prior to the Closing Date, within ten (10) Business Days after the Closing Date), Parent shall issue or cause to be issued to the Stockholders’ Representative (on behalf of the Company Stockholders) the number of shares of Parent Common Stock equal to the Applicable Earnout Share Number in respect of such Triggering Event (such issued shares of Parent Common Stock, collectively, the “Earnout Shares”).
Issuance of Earnout Shares. (a) Following the Closing, in addition to the Closing Merger Consideration, if, at any time during the period following the Closing Date (inclusive of the Closing Date) and expiring on the seventh (7th) anniversary of the Closing Date (the “Earnout Period”):
Issuance of Earnout Shares. (a) If, at any time during the ten (10) years following the Closing, the VWAP of Parent Class A Stock is greater than or equal to $18.00 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”), Parent shall promptly issue to each HoldCos Equityholder as of immediately prior to the Initial Effective Times, a number of shares of Parent Class A Stock equal to (A) the percentage listed in respect of such HoldCos Equityholder on the Merger Payment Schedule multiplied by (B) 6,430,000.
Issuance of Earnout Shares. (i) From and after the Closing until the end of the Applicable Earnout Period, as additional consideration in the Merger in respect of the shares of Company Capital Stock (and without the need for additional consideration from any holder thereof), the Company Earnout Holders shall be entitled to earn, in accordance with their respective Earnout Pro Rata Share, up to an aggregate amount of 11,000,000 additional Parent Common Shares, in accordance with Sections 3.6(a)(i)(A) and 3.6(a)(i)(B) (subject to any adjustment pursuant to Section 3.6(e), the “Earnout Shares”):
Issuance of Earnout Shares. (i) From and after the Closing until the end of the Applicable Earnout Period, as additional consideration in the Merger in respect of the shares of Company Common Stock, the Company Options, the Earnout Warrants and the Company SARs (and without the need for additional consideration from any holder thereof), the Company Earnout Holders shall be entitled to earn, in accordance with their respective Earnout Pro Rata Share, up to an aggregate amount of 5,000,000 additional Parent Common Shares, in accordance with Sections 3.7(a)(i)(A), 3.7(a)(i)(B), 3.7(a)(i)(C) and 3.7(a)(i)(D) (subject to any adjustment pursuant to Section 3.7(f), the “Earnout Shares”):
Issuance of Earnout Shares. As additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event, Artius shall issue or cause to be issued to each Pre-Closing Origin Holder the number of shares of Artius Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, and the net number of shares of Company Capital Stock that would be issuable in respect of Vested Company Options in the event such options were exercised (on a net exercise basis with respect to only the applicable exercise price, immediately prior to the Closing and settled in the applicable number of shares of Company Common Stock, rounded down to the nearest whole share) held by such Pre-Closing Origin Holder as of immediately prior to the Effective Time; and (ii) the Earnout Exchange Ratio (such issued shares of Artius Class A Common Stock, collectively, the “Earnout Shares”); provided, however, such shares shall not be issued to any Pre-Closing Origin Holder who is required to file notification pursuant to the HSR Act until any applicable waiting period pursuant to the HSR Act has expired or been terminated (provided that any such Pre-Closing Holder has notified Artius of such required filing pursuant to the HSR Act following reasonable advance notice from Artius of the reasonably anticipated issuance of Earnout Shares), provided further that Artius shall make any required HSR filing promptly upon notice by any such Pre-Closing Origin Holder that a filing is required.
Issuance of Earnout Shares. Buyer will issue and deliver the Earnout Shares, if any, to Seller within five Business Days after the amount of any such Earnout Shares becomes final and binding in accordance with Section 1.07(c), without interest.
