Company Earnout Shares definition

Company Earnout Shares has the meaning set forth in Section 2.6(a).

Company Earnout Shares means, collectively, the SPAC Merger Earnout Shares and the Sponsor Earnout Shares.

Company Earnout Shares means the “Earnout Shares” as such term is defined in the SPAC Merger Agreement.

Examples of Company Earnout Shares in a sentence

• All TopCo Common Shares and Company Earnout Shares issued as part of the Exchange Consideration pursuant to Section 3.1(c)(xi) shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for the purposes of the BCBCA.

• The parties acknowledge and agree that the Contemplated Transactions constitute a “Change in Control” for all purposes of Section 3.09(j) of the SPAC Merger Agreement, the applicable provisions of the award agreement pursuant to which each Company Earnout Award was issued and Section 4(a)(iv) of the Sponsor Support Agreement, and in connection therewith, all Company Earnout Shares shall be treated as set forth in this Section 2.08(a).

• For the avoidance of doubt, such shares of Company Common Stock issued in respect of the Company Earnout Shares, when issued, will be subject to the same exchange procedures as all other shares of Company Common Stock pursuant to Section 1.7 of this Agreement.

• All rights with respect to Company Common Shares under the Company Warrants assumed by TopCo (each, an “Assumed Warrant”) shall thereupon be converted into rights with respect to TopCo Common Shares and Company Earnout Shares.

• During the Company Earnout Period, if and when the Company Triggering Event occurs, the Surviving Corporation shall promptly issue the Company Earnout Shares to the holders of Company Stock, as additional consideration for the Second Merger, in the manner set forth in Section 2.6(b)(i).

More Definitions of Company Earnout Shares

Company Earnout Shares has the meaning specified in Section 3.4(a).

Company Earnout Shares means (a) TopCo Class B Earnout Shares and (b) TopCo Class C Earnout Shares; in each case, issuable and convertible into TopCo Common Shares as set forth in Section 2.7.

Company Earnout Shares means the (i) Class A Earnout Shares, and (ii) Class B Earnout Shares, issuable in accordance with their terms as set forth in Section 2.8 of the Business Combination Agreement;

Company Earnout Shares means (i) 5,000,000 Class A Special Shares, (ii) 10,000,000 Class B Special Shares, (iii) 10,000,000 Class C Special Shares, (iv) 20,000,000 Class D Special Shares, (v) 20,000,000 Class E Special Shares, (vi) 20,000,000 Class F Special Shares, (vii) 25,000,000 Class G Special Shares, and (viii) 25,000,000 Class H Special Shares, in each case, in the capital of SOAC following the SOAC Continuance, convertible into SOAC Common Shares and redeemable in accordance with their terms, in each case as set forth in Section 2.8.

Company Earnout Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, including (i) the number of shares of Company Common Stock issued upon the Company Preferred Conversion and the Company Warrant Exercise (for clarity, after giving effect to the issuance of any Pre-Closing Financing Shares) and (ii) the number of shares of Company Common Stock subject to the Company Restricted Stock Awards, whether vested or unvested, outstanding immediately prior to the Effective Time.

Company Earnout Shares means the (i) Class B Non-Voting Common Shares, and (ii) Class C Non-Voting Common Shares, issuable in accordance with their terms as set forth in Section 2.7 of the Business Combination Agreement;

Company Earnout Shares means 2,970,000 shares of Acquiror Common Stock reserved for issuance pursuant to Section 3.03(a) hereof, as adjusted pursuant to Section 3.03(d) hereof.