Sponsor Earnout Shares definition

Sponsor Earnout Shares means 1,267,500 shares of Class A common stock held by Sponsor (other than any shares of Fathom common stock issued to Sponsor pursuant to the PIPE Investment) that are unvested and restricted and that will vest automatically if (a) the VWAP of the Class A common stock equals or exceeds $12.50 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days and (b) there is a change of control of Fathom, unless the per share consideration to be received by the holders of Class A common stock in such change of control transaction is less than the vesting threshold applicable to the Sponsor Earnout Shares (each of

Sponsor Earnout Shares means, collectively, the Minimum Target Sponsor Earnout Shares, the Second Target Sponsor Earnout Shares and the Maximum Target Sponsor Earnout Shares.

Sponsor Earnout Shares shall have the meaning given in the Recitals hereto.

Examples of Sponsor Earnout Shares in a sentence

• A COPY OF SUCH STOCKHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint such legend on certificates evidencing the Sponsor Earnout Shares.

• The Sponsor Earnout Shares will be considered outstanding for legal purposes prior to the achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved.

• If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Sponsor Earnout Shares with any court it reasonably deems appropriate in the State of New York.

• The PNAS defines a clear distribution of powers between the different institutions in the sector and proposes rate guidelines for the local governments to make the services sustainable.

• The book entry positions or certificates evidencing the Sponsor Earnout Shares will each include prominent disclosure or bear a prominent legend evidencing the fact that such shares are subject to the foregoing restrictions.

More Definitions of Sponsor Earnout Shares

Sponsor Earnout Shares has the meaning set forth in Section 2.8(a).

Sponsor Earnout Shares means 1,293,750 Sponsor Shares that will be converted into Babylon Class A Shares in connectionwith Closing that will be subject to certain milestone requirements and conversion and redemption rights as further described in the section entitled “The Merger Agreement – Earnout.”

Sponsor Earnout Shares has the meaning specified in Section 3.6(a).

Sponsor Earnout Shares means the Company Shares issued to the Sponsor and subject to vesting and forfeiture based on the achievement of earnout milestones as provided in Section 4 of the Sponsor Support Agreement.

Sponsor Earnout Shares means 1,250,000 shares of common stock owned by the Sponsor immediately prior to Closing that will be subject to the vesting and forfeiture provisions set forth in the Sponsor Support Agreement;

Sponsor Earnout Shares shall have the meaning given to such term in the Sponsor Letter Agreement, between, among others, the Sponsor, Qell Acquisition Corp., Target and the Company, dated March 30, 2021.

Sponsor Earnout Shares means, with respect to the PubCo Ordinary Shares issued by PubCo in respect of the shares of SPAC Common Stock held by Sponsor as of immediately prior to the Closing, a number of PubCo Ordinary Shares that is equal to (i) 2,000,000 minus (ii) the number of Additional Founder Forfeited Shares.