Earnout Shares definition

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

Earnout Shares has the meaning set forth in Section 2.10(a).

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

Examples of Earnout Shares in a sentence

• Each share of SNR HoldCo common stock issued and outstanding immediately prior to the effective time of the initial SNR merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 20,000,000 divided by (B) the number of shares of SNR HoldCo common stock outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement.

• Shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statement include the 42,080,376 shares of HSAC’s common stock and 10,000 shares of Series A preferred stock of HSAC issued to the Sellers and exclude the 20,000,000 Earnout Shares.

• Under the Agreement, if the Target Company achieves certain Profit Target during the Earn- out Period, the Company shall, no later than 14 business days from the date that the audit of the Target Company's financial statements for the Earn-out Period is completed, allot and issue the relevant aggregate number of Earn-out Shares to the Vendors, credited as fully paid, at the Issue Price for each Earn-out Share.

• Pursuant to the Supplemental Agreement, the Company will not be issuing any Earn-out Shares and all related terms and conditions in the Agreement relating to the Earn-out Shares shall be removed in their entirety.

• The Earnout Shares, if and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, non-assessable and free of preemptive rights.

More Definitions of Earnout Shares

Earnout Shares shall have the meaning given in the Merger Agreement.

Earnout Shares means (a) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $12.50 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, (b) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $15.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, and (c) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $20.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, in each case, to be allocated as set forth on the Allocation Schedule in the BCA.

Earnout Shares means the shares of Acquiror Common Stock, if any, issued pursuant to Section 3.4.

Earnout Shares means up to 21,758,148 shares of our common stock issuable pursuant to the Business Combination Agreement to certain Legacy Velo3D equity holders upon the achievement of certain vesting conditions.

Earnout Shares means the Earnout Shares, as defined pursuant to that certain Agreement and Plan of Merger, dated as of January 31, 2021, by and among PlayStudios, Inc., Acies Acquisition Corp. and the other parties thereto.

Earnout Shares means any shares of Buyer Common Stock issued to the Seller in satisfaction of an Earnout Payment.

Earnout Shares means 5,726,864 shares of New VWE Holdco common stock (as may be adjusted pursuant to the transaction agreement);