First Earnout Shares definition

First Earnout Shares means 1,658,750 Founder Shares held by Sponsor as of the date first set forth above, and following the consummation of the transactions contemplated by the Merger Agreement shall mean the equivalent number of Surviving Pubco Shares, as converted and exchanged pursuant to the Merger Agreement and the terms set forth herein.

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First Earnout Shares has the meaning specified in Section 3.06(a).

First Earnout Shares means 4,000,000 shares of New Oakmont Stock, minus the aggregate number of shares of New Oakmont Stock subject to purchase pursuant to all Company Warrants assumed by the Surviving Corporation under this Agreement, subject to equitable adjustment in the case of any stock split or combination, any merger or other transaction in which the New Oakmont Stock is changed or exchanged, any common stock dividend payable in shares of common stock or any similar event or transaction.

Examples of First Earnout Shares in a sentence

• Subject to the Surviving Corporation’s achievement of Adjusted Earnings of at least $15,000,000 for the fiscal year ended December 31, 2007, the Merger Consideration shall include the First Earnout Shares.

• Immediately prior to Closing on the Closing Date, the Sponsor shall deliver to Acquiror for cancellation and for no consideration 100,000 Founder Shares, which shares shall be comprised of 50,000 First Earnout Shares and 50,000 Second Earnout Shares.

• The Company Shares issued pursuant to this Section 1.04 represent the accelerated payment of 500,000 of First Earnout Shares, 500,000 of Second Earnout Shares, and 500,000 of Third Earnout Shares, which acceleration is documented in Amendment No. 1 to Support Agreement, dated as of the date hereof, by and between Sponsor, SPAC, Vast, Nabors and the other individuals party thereto (the “Support Agreement Amendment”).

• One half of the Earnout Shares (the "First Earnout Shares") shall be held in escrow for a period of one year following the Closing (the "First Escrow Period"), and the other half of the Earnout Shares (the "Second Earnout Shares") shall be held in escrow for a period of eighteen (18) months following the Closing (the "Second Escrow Period").

• If after completion of the First Escrow Period, the revenue and product functionality applicable to the First Escrow Period set forth on ANNEX A have been achieved, the First Earnout Shares shall be disbursed to the Seller; if one or more of such criteria have not been achieved, the First Earnout Shares shall be disbursed to the Buyer in accordance with the terms of the Escrow Agreement.

• For the avoidance of doubt, after giving effect to the Support Agreement Amendment and the payment contemplated by this Section 1.04, there remain 800,000 First Earnout Shares, 800,000 Second Earnout Shares, and 800,000 Third Earnout Shares, all payable pursuant to the Support Agreement (as amended).

• The Second Earnout Shares shall be in addition to the First Earnout Shares.

• For purposes hereof, “Exchange Consideration” means the Initial Exchange Consideration and the First Earnout Shares, the First Earnout Bonus Shares, the Second Earnout Shares and the Second Earnout Bonus Shares (collectively, the “Earnout Shares”).

• By way of illustration, in the event the Aggregate Net Revenues during the First Marking Period are (a) $15,000,000, then the number of the First Earnout Shares shall be 2,859,375 (.190625 X $15,000,000), or (b) $25,000,000, then the Parent shall issue 4,289,063 shares, which is equal to the number of First Earnout Shares of 3,812,500 (.190625 X $20,000,000) and the number of Second Earnout Shares of 476,563 ($5,000,000 X .0953125).

• For purposes hereof, “Merger Consideration” means the Initial Merger Consideration and the First Earnout Shares, the First Earnout Bonus Shares, the Second Earnout Shares and the Second Earnout Bonus Shares (collectively, the “Earnout Shares”).

More Definitions of First Earnout Shares

First Earnout Shares means 4,000,000 shares of Oakmont Stock, subject to equitable adjustment in the case of any stock split or combination, any merger or other transaction in which the Oakmont Stock is changed or exchanged, any common stock dividend payable in shares of common stock or any similar event or transaction, minus the additional (as a result in the increase of the Exchange Ratio due to the First Earnout being earned) number of shares of Oakmont Stock subject to purchase pursuant to all Company Warrants assumed by the Surviving Corporation under this Agreement, and minus the additional (as a result in the increase of the Exchange Ratio due to the First Earnout being earned) number of shares of Oakmont Stock subject to purchase pursuant to all Company Stock Options converted into options to acquire shares of Oakmont Stock under this Agreement.

First Earnout Shares shall be calculated as follows: $1 - $20,000,000 .190625 $20,000,001 - $60,000,000 .0953125 $60,000,001 - $140,000,000 .04765625 $140,000,001 - $300,000,000 .023828125 For clarification purposes, the Aggregate Net Revenues during such Marking Period shall be multiplied by the applicable Shares Issued/Each $ of Aggregate Net Revenue Ratio.

First Earnout Shares has the meaning set forth in Section 2(g) below.

First Earnout Shares means two million (2,000,000) shares of Holdco Common Stock.

First Earnout Shares has the meaning set forth in Section 2.2(a)(vi)(A).