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).
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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.
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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.

  • 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.

  • 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”).

  • 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, “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”).

  • 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.

  • 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).

  • 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").

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

  • 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 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.
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First Earnout Shares has the meaning set forth in Section 2(g) below.
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First Earnout Shares means two million (2,000,000) shares of Holdco Common Stock.
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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.
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First Earnout Shares has the meaning set forth in Section 2.2(a)(vi)(A).
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Related to First Earnout Shares

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

  • Adjustment Escrow Amount means $1,000,000.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.