Earnout Recipients means, with respect to the occurrence of the applicable Earnout Trigger, (a) each holder of record of Company Common Stock as of immediately prior to the Effective Time and (b) each Person who received one or more Converted Stock Options pursuant to Section 3.2(a)(i) below who has exercised a Converted Stock Option for shares of Parent Common Stock prior to the date of the occurrence or deemed occurrence of the applicable Earnout Trigger; provided, however, that for the avoidance of doubt “Earnout Recipients” does not include the Pre-PIPE Convertible Noteholder.
Earnout Recipients means certain holders of Mobix Labs Common Stock, Mobix Labs Preferred Stock and Mobix Labs Options, in accordance with the Payment Spreadsheet.
Earnout Recipients has the meaning set forth in Section 3.01(a)(i).
Examples of Earnout Recipients in a sentence
Subject to paragraph 1(c) below, Earnout Recipients shall receive their pro rata portion of the applicable 2013 Contingent Deferred Payment, if any, subject to paragraph 1(a)(i) below, and the applicable 2014 Contingent Deferred Payment Per Share, if any, subject to paragraph 1(a)(ii) below.
This row assumes that all 3,500,000 Earnout Shares potentially issuable to Earnout Recipients (upon the realization of all of the benchmark share prices in the Business Combination Agreement) are issued to Mobix Labs equityholders and assumes that no additional shares of Class A Common Stock are issued between the Closing and the realization of all such benchmark share prices.
More Definitions of Earnout Recipients
Earnout Recipients means all Persons entitled to receive Earnout Consideration, as set forth on the Merger Consideration Schedule.
Earnout Recipients means, with respect to each Milestone Event that shall have occurred (or, pursuant to Section 3.6(c) that shall have been deemed to have occurred), those certain recipients as shall be determined solely by the Company Majority Stockholder.
Earnout Recipients has the meaning set forth in Section 1.10.
Earnout Recipients means the members of the DK Earnout Group, the SBT Earnout Group and the DEAC Founder Group.
Earnout Recipients means, collectively, the Sellers in their capacity as the Persons entitled to receive the Earnout Amount, if any.
Earnout Recipients means all Persons entitled to receive Earnout Consideration, as set forth on the Merger Consideration Table.
Earnout Recipients means, with respect to each Milestone Event that shall have occurred (or, pursuant to Section 3.6(c) that shall have been deemed to have occurred), collectively, (a) each holder of issued and outstanding shares of Company Class F Common Stock as of immediately prior to the Effective Time, (b) each holder of issued and outstanding shares of Company Class A Common Stock as of immediately prior to the Effective Time so long as such holder is employed by the Surviving Corporation or any of its Subsidiaries (including the Company) as of the date of the occurrence of the applicable Milestone Event and (c) each Person who received one or more Converted Stock Options pursuant to Section 3.2 below who has exercised a Converted Stock Option for shares of Parent Common Stock prior to the date of the occurrence or deemed occurrence of the applicable Milestone Event and who is employed by the Surviving Corporation or any of its Subsidiaries (including the Company) as of the date of the occurrence or deemed occurrence of the applicable Milestone Event.