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. If the Earnout Payment is made in whole or in part in Earnout Shares, the Earnout Shares, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, non-assessable and issued in compliance with applicable federal and state securities laws. The Earnout Shares will not be subject to any right of first refusal or other restriction and no other Person shall have an interest in the Earnout Shares. The Earnout Shares will be registered pursuant to an effective registration statement under the Securities Act of 1933, as amended.
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. (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. (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. If there is a final determination in accordance with Section 1.13(d) that the Company Stockholders are entitled to receive Earnout Shares upon the Company achieving a Revenue Milestone, a Price Milestone or both, 50% or 100% of the Earnout Shares, as applicable, will be due upon such final determination and Purchaser will deliver such shares to the Company Stockholders within ten (10) Business Days thereafter.
Issuance of Earnout Shares. Subject to Section 2.2(c), as additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event, New JAWS shall issue or cause to be issued to each Earnout Pre-Closing Company Securityholder (other than holders of Dissenting Shares, if any) the number of New JAWS Shares equal to the product of (i) the number of Company Shares and the net number of Company Shares that would be issuable in respect of Company Options, Company Warrants or Company Convertible Note in the event such Company Options, Company Warrants or Company Convertible Note were exercised or converted, as applicable (on a net exercise basis with respect to only the applicable exercise price, immediately prior to the Effective Time and settled in the applicable number of shares of Company Shares, rounded down to the nearest whole share), held by such Earnout Pre-Closing Company Securityholder as of immediately prior to the Effective Time; and (ii) the Earnout Exchange Ratio (such issued New JAWS Shares, collectively, the “Earnout Shares”); provided, however, such shares shall not be issued to any Earnout Pre-Closing Company Securityholder 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 Earnout Pre-Closing Company Securityholder has notified New JAWS of such required filing pursuant to the HSR Act following reasonable advance notice from New JAWS of the reasonably anticipated issuance of Earnout Shares); provided, further, that New JAWS shall make any required HSR filing promptly upon notice by any such Earnout Pre-Closing Company Securityholder that a filing is required. Notwithstanding anything to the contrary herein, in no event shall New JAWS be required to issue an aggregate number of Earnout Shares in excess of a number of New JAWS Shares equal to ten percent (10%) of the aggregate number of New JAWS Shares (calculated on a fully-diluted basis, including all New JAWS Shares issuable upon the exercise of outstanding stock options and warrants) issued and outstanding as of immediately following the Effective Time and, for the avoidance of doubt, after giving effect to the Domestication, PIPE Financing and the Merger.
