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

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

Examples of Sponsor Earnout Shares in a sentence

• 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.

• 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.

• From and after the third anniversary of the Merger Effective Time, the Sponsor Earnout Shares may be Transferred, subject to Section 2.1(h).

• Consists of 6,011,192 TopCo Common Shares to be issued in exchange for an equal number of shares of Jupiter Class A Common Stock, comprising 1,475,493 Public Shares, 3,940,462 Founder Shares and 595,237 Private Shares (including up to 1,945,189 Sponsor Earnout Shares and 139,001 Underwriter Earnout Shares subject to vesting pursuant to certain earnout arrangements).

• Sponsor shall not have any rights with respect to voting any Sponsor Earnout Shares until vested in accordance with Section 1.8.

More Definitions of Sponsor Earnout Shares

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 conversion and redemption rights as further described in the section entitled “The Merger Agreement – Earnout.”

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

Sponsor Earnout Shares has the meaning specified in Section 3.07(b).

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 up to 1,100,000 TopCo Common Shares (as adjusted in accordance with Section 2.8(d)) issued as part of the SPAC Aggregate Merger Consideration that are subject to the vesting conditions set forth in Section 2.8(b)(i) and Section 2.8(b)(ii).

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 [●].

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