Second Earnout Shares definition

Second 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.

Second Earnout Shares has the meaning specified in Section 3.07.

Second Earnout Shares means 574,819 shares of Buyer Common Stock.

Examples of Second Earnout Shares in a sentence

• Subject to the Surviving Corporation’s achievement of Adjusted Earnings of at least $19,000,000 for the fiscal year ended December 31, 2008, the Merger Consideration shall include the Second 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.

• In no event shall the value of the Second Earnout (including any Second Earnout Shares) exceed Three Million Seven Hundred Ten Thousand ($3,710,000.00) Dollars.

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

• In the event any such Warrant 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 Warrant holder with respect to the portion of the Warrant so exercised shall be issued to the such Warrant 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.

More Definitions of Second Earnout Shares

Second Earnout Shares means the portion of the Second Earnout paid to the Stockholders in Shares.

Second Earnout Shares means 1,000,000 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 Second 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 Second 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.

Second Earnout Shares means 1,000,000 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.

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

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

Second 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, minus, the number of shares issued as a result of the Aggregate Net Revenues during the First Marking Period.

Second Earnout Shares has the meaning set forth in Section 2.2(a)(vi)(B).