Initial Earnout Shares definition
Examples of Initial Earnout Shares in a sentence
In no event shall the value of the Initial Earnout (including any Initial Earnout Shares) exceed Three Million Five Hundred Thousand ($3,500,000.00) Dollars.
Any Initial Earnout Shares not released from the restriction on Transfer pursuant to this Section 4(a) (or otherwise released from the restriction on Transfer or forfeited for no consideration pursuant to Section 4(d), Section 4(e) or Section 4(f)) on or prior to 5:00 P.M. Pacific Time on the third (3rd) anniversary of the Closing Date, shall be forfeited by the Sponsor for no consideration at 5:00 P.M. Pacific Time on the third anniversary of the Closing Date.
Attached hereto as Exhibit I are examples prepared to demonstrate the application of this Section 3.01, Section 7.10 and the applicable definitions, to reflect the distribution of the Escrow Shares, the CTOC Earnout Shares, the Initial Earnout Shares and the Supplemental Earnout Shares to the Designated Company Stockholders.
In the event any such Option is exercised prior to issuance of the Initial Earn-out Shares, the Second Earn-out Shares or the Full Earn-out Shares, as the case may be, the Earn-out Shares issuable to such Option holder with respect to the portion of the Option so exercised shall be issued to the such Option holder at the time of issuance of the Initial Earn-out Shares, the Second Earn-out Shares or the Full Earn-out Shares, as the case may be.
Notwithstanding the provisions of subsections (a) and (b) of this Section 3.01, no Designated Company Stockholder shall have any obligation to return any shares of Acquiror Class B Common Stock by reason of the fact that the calculation of the number of Initial Earnout Shares or Supplemental Earnout Shares shall result in a negative number.
The Acquiror shall issue any CTOC Earnout Shares on the CTOC Payout Date, any Initial Earnout Shares on the Initial Payout Date and any Supplemental Earnout Shares on the AGREEMENT AND PLAN OF MERGER Supplemental Payout Date.
If Differences exist as to the determination of Billed Revenues for the CTOC Earnout Shares or the Sales Revenue for the Initial Earnout Shares or the Supplemental Earnout Shares, the Acquiror shall deliver the CTOC Earnout Shares, the Initial Earnout Shares and the Supplemental Earnout Shares on the CTOC Payout Date, the Initial Payout Date and the Supplemental Payout Date, respectively, less in each case the numbers of shares of Acquiror Class B Common Stock attributable to the Differences.
By way of example, if the Final Adjusted EBITDA for the fiscal year ended December 31, 2007 is $27,000,000, then (x) Paramount shall issue to the Sellers, pursuant to this provision, 300,000 of the 500,000 Aggregate Initial Earnout Shares and (y) Paramount shall pay to the Sellers, pursuant to this provision, $7,500,000; and the 2008 Eligible Earnout Shares shall be 200,000 shares of Paramount Common Stock and the 2008 Eligible Cash Earnout shall be $4,500,000.
With respect to determinations relating to Initial Earnout Shares, the Sales Revenue derived or to be derived from all Awarded Project Contracts that shall have an award date on or prior to March 31, 2000 shall be determined by the Acquiror as of March 31, 2000 no later than April 30, 2000.
For the avoidance of doubt, Earnout Participants shall not be entitled to receive any Initial Earnout Shares or Final Earnout Shares in the event that the applicable Milestone Event does not occur prior to the expiration of the Earnout Period.