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 3.07.

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.
The Second Earnout Shares shall be in addition to the First 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”).
In the event that any of the Shares held by the Subscriber are forfeited to the Company as a result of the redemption of the Company’s Class A Shares in connection with the shareholder vote to approve the Business Combination, such forfeitures will reduce first, the Second Earnout Shares and next, the First Earnout Shares.
Upon determination of the Aggregate Net Revenues as of the end of the First Marking Period, the Parent shall issue the First Earnout Shares to the Company Members in such amounts as set forth on Exhibit B.
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").
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.
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”).
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).
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.

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

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 2.2(a)(vi)(A).

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