Initial Earnout Shares means 313,538 shares of Buyer Common Stock.
Initial Earnout Shares means the 4,800,563 shares of common stock that were issued to certain Legacy Proterra Holders in July 2021 pursuant to the Merger Agreement.
Initial Earnout Shares means the number of shares of Holdco Common Stock (rounded to the nearest whole share) equal to the sum of (i) (A) 10,729,614 shares of Holdco Common Stock, multiplied by (B) the quotient of (1) (I) the Giants/Zyga Revenue for the applicable LTM Period, minus (II) $85,000,000, divided by (2) $11,764,705.88 (provided, however, that if the Giants/Zyga Revenue for the applicable LTM Period is greater than $96,764,705.88, for purposes of the calculation set forth in this clause (i) only, the Giants/Zyga Revenue shall be deemed to equal $96,764,705.88) and (ii) the greater of (A) zero (0) shares of Holdco Common Stock and (B) (1) the number of shares (rounded to the nearest whole share) of Holdco Common Stock with an aggregate value of $35,000,000 based on the volume weighted average closing trading price of the Holdco Common Stock on Nasdaq (or any other national stock exchange or quotation system on which Holdco Common Stock is then listed or quoted) for (y) the last five (5) trading days in the applicable fiscal period in which such shares are earned, in the case of Initial Earnout Shares to be issued pursuant to Section 2.06(a)(ii), or (z) the five (5) trading day period ending three (3) Business Days prior to a Change of Control Transaction, in the case of Initial Earnout Shares to be issued pursuant to Section 2.06(a)(iv), in each case, as reported by the Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by Parent and the Member, multiplied by (2) the quotient of (I) (a) the Giants/Zyga Revenue for the applicable LTM Period, minus (b) $96,764,705.88, divided by (II) $8,235,294.12 (provided, however, that if the Giants/Zyga Revenue for the applicable LTM Period is greater than $105,000,000, for purposes of this clause (ii) (B) only, the Giants/Zyga Revenue shall be deemed to equal $105,000,000), which number of shares shall be subject to reduction as set forth in Section 2.06(e).
More Definitions of Initial Earnout Shares
Initial Earnout Shares means the portion of the Initial Earnout paid to the Stockholders in Shares.
Initial Earnout Shares has the meaning set forth in Section 4.7(a)
Initial Earnout Shares means the number of Additional Shares divided by the number of shares of Company Common Stock outstanding at the Effective Time (after giving effect to the exercise of the Warrants).
Initial Earnout Shares means the number of shares of Holdco Common Stock (rounded to the nearest whole share) equal to the sum of (i)