Issuance of Earnout Shares Sample Clauses

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”): (i) the VWAP of the shares of Parent Class A Stock equals or exceeds $13.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “First Level Earnout Target”), then as soon as commercially practicable and in any event within three (3) Business Days following the achievement of the First Level Earnout Target, Parent will issue or cause to be released from vesting (A) 3,400,000 shares of Parent Class A Stock (the “First Level Earnout Shares”) to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options (the “Earnout Recipients”), in accordance with, and pursuant to, the Payment Spreadsheet, and (B) 1,100,000 shares of Parent Class A Stock (the “First Level Incentive Earnout Shares”) to the Company Personnel in accordance with, and pursuant to, the Equity Incentive Plan; (ii) the VWAP of the shares of Parent Class A Stock equals or exceeds $17.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Second Level Earnout Target”), then as soon as commercially practicable and in any event within three (3) Business Days following the achievement of the Second Level Earnout Target, Parent will issue or cause to be released from vesting (A) 3,400,000 shares of Parent Class A Stock (the “Second Level Earnout Shares”) to the Earnout Recipients, in accordance with, and pursuant to, the Payment Spreadsheet, and (B) 1,100,000 shares of Parent Class A Stock (the “Second Level Incentive Earnout Shares”) to the Company Personnel in accordance with, and pursuant to, the Equity Incentive Plan; (iii) the VWAP of the shares of Parent Class A Stock equals or exceeds $25.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Third Level Earnout Target”), then as soon as commercially practicable and in any event within three (3) Business Days following the achievement of the Third Level Earnout Target, Parent will issue or caused to be released from vesting (A) 4,533,333 shares of Parent Class A Stock (the “Third Level Earnout Shares”) to the Earnout Recipients, in accordance with, and pursuant to, the Payment Spreadsheet and (B) 1,466,667 shares of Paren...

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. (ii) The Chief Financial Officer of Parent (the “Parent CFO”) will monitor Parent’s revenue and net income regularly, and as soon as practicable (and in any event concurrent with the filing of financial statements on Form 10-Q or Form 10-K under the Exchange Act following the Closing Date through the earlier of (x) ten (10) Business Days following the end of the Earnout Eligibility Period and (y) the date, if any, as of which all of the Earnout Shares have been finally determined pursuant to this Section 3.7 to have been earned, the Parent CFO will prepare and deliver to each Representative Party a written statement (each, an “Earnout Statement”) that sets forth the Adjusted Net Income for the most recently completed Earnout Period and (ii) whether any Earnout Shares have been earned as a result of the Company’s performance during the most recently completed Earnout Period. Each Representative Party will have twenty (20) Business Days after its receipt of an Earnout Statement to review it. Each Representative Party, and its Representatives on its behalf, may make inquiries to the Parent CFO and related personnel and advisors of Parent and the Company regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Parent and the Company shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Parent (to the attention of the Parent CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within twenty (20) Business Days following the date of delivery of each Earnout Statement, then such Repre...

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”). (b) Any issuance of Earnout Shares shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code).

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”): (A) 6,000,000 Earnout Shares, in the aggregate, if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $12.50 per share (the “First Share Price Performance Milestone”); and (B) 5,000,000 Earnout Shares, in the aggregate, if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $15.00 per share (the “Second Share Price Performance Milestone”). (ii) Parent shall deliver or cause to be delivered the applicable Earnout Shares to the Company Earnout Holders promptly (but in any event within three (3) Business Days) following the date on which an applicable Earnout Milestone is achieved.

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. (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”): (A) Subject to the Earnout Cap, 25% of the Earnout Shares if, for the Applicable Earnout Period, (1) Company Revenue is at least $39 Million, or (2) the aggregate value of new Contract awards (including awards obtained through purchase orders) with Federal law enforcement agencies (whether such awards are obtained directly or through intermediaries) has grown by at least 100% as compared to the year-over-year amount for the twelve-month period ending on the date of this Agreement as set forth on Schedule 3.7(a) (the “First Operating Performance Milestone”), in each case, based on the Parent Financial Statements for such period as determined by Parent’s Board of Directors; (B) Subject to the Earnout Cap, 75% of the Earnout Shares if, for the Applicable Earnout Period, Company Revenue is at least $100 Million (the “Second Operating Performance Milestone”), based on the Parent Financial Statements for such period as determined by Parent’s Board of Directors; (C) Subject to the Earnout Cap, 50% of the Earnout Shares if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $12.50 per share (the “First Share Price Performance Milestone”); and (D) Subject to the Earnout Cap, 50% of the Earnout Shares if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $15.00 per share (the “Second Share Price Performance Milestone”). (ii) Parent shall deliver or cause to be delivered the applicable Earnout Shares to the Company Earnout Holders (subject to Section 3.7(b)(ii) in respect of holders of unvested Company Options or Company SARs) promptly (but i...

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.

Issuance of Earnout Shares. Within 30 days following the completion of an Earnout Period, Acqusition Sub shall provide Seller a report, certified by an authorized officer of Acquisition Sub to be accurate, setting forth the aggregate amount of mortgage loans funded by Acquisition Sub during the relevant Earnout Period related to the Purchased Assets. If applicable, the report shall be accompanied by the issuance of the Earnout Shares, if any.

Issuance of Earnout Shares. The Sellers shall have the contingent right to receive the number of Company Shares having an aggregate value equal to USD $25,000,000 calculated at the Per Share Earnout Date Price (the “Earnout Shares”), with each of the Sellers receiving such Seller’s Pro Rata Percentage of the Earnout Shares as set forth opposite from such Seller’s Name on Schedule II attached hereto under the heading “Pro Rata Percentage of Earnout Shares”. Any fractional shares to which any Seller would otherwise be entitled based on such Seller’s Pro Rata Percentage of the Earnout Shares, shall be rounded down to the nearest whole share. If, and only if, on or prior to the date which is forty (40) months after the Closing Date (the “Earnout Date”), the Earnout Milestone is achieved, then (a) the Company shall notify the Sellers promptly after the achievement of the Earnout Milestone, and in any event not later than five (5) Business Days following the achievement of the Earnout Milestone, and (b) the Company shall issue and deliver the Earnout Shares in book-entry form to an account of each Seller, allocated among the Sellers as described in the first sentence of this Section 4.1, within thirty (30) days after the achievement of the Earnout Milestone (such date, the “Earnout Closing Date”). In the event that the Earnout Milestone is not achieved on or prior to the Earnout Date, the Sellers shall not be entitled to receive the Earnout Shares. Notwithstanding anything herein to the contrary, the Company shall have the option, in its sole and absolute discretion, to pay the Sellers up to USD $25,000,000 in cash, in lieu of the equivalent number of Earnout Shares, to be allocated among the Sellers as described in the first sentence of this Section 4.1.

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.