Earn-Out Shares. (a) Certificates (the “Earn-Out Certificates”) representing the right to receive the Earn-Out Shares will be deposited by WCA Parent at the Closing with Bank of Texas, N. A. (the “Escrow Agent”) in accordance with the terms and conditions of an escrow agreement, in substantially the form attached hereto as Exhibit A (the “Earn-Out Escrow Agreement”), and will be distributed by the Escrow Agent in accordance with Section 2.2(b). If on or before December 31, 2012, (i) the business operated using the Transferred Assets and by the Live Earth Companies (the “Live Earth Business”) achieves $6.25 Million in EBITDA for any four consecutive fiscal quarters and (ii) the WCA Parties shall have obtained the OH EPA Approval described in Section 5.17, then the Escrow Agent shall distribute an aggregate of 777,778 of the Earn-Out Shares to HBK Master Fund L.P, a Delaware limited partnership (“HBK Master”) Xxxxxxx Global Loan Investors, Ltd. 4 (“Xxxxxxx Global”) and Xxxxxxx National Loan Investors, Ltd. (“Xxxxxxx National” and, together with HBK Master and Xxxxxxx Global, “HBK/Xxxxxxx”), and 777,778 of the Earn-Out Shares to Live Earth Funding, LLC, an Ohio limited liability company (“Earn-Out 1”). If on or before December 31, 2012, (i) the Live Earth Business achieves $7.0 Million in EBITDA for any four consecutive fiscal quarters and (ii) the WCA Parties shall have obtained the OH EPA Approval described in Section 5.17, then the Escrow Agent shall distribute 444,444 of the Earn-Out Shares to Xxxxx Xxxxxxx-Xxxxx (“Earn-Out 2”). Notwithstanding anything to the contrary contained herein, if the Live Earth Business does not meet the respective EBITDA goals in connection with Earn-Out 1 or Earn-Out 2 by December 31, 2012 or if the OH EPA Approval is not obtained by WCA Parties and the parties are required to Unwind the Transaction pursuant to Section 5.17, then the Escrow Agent shall promptly distribute the Earn-Out Shares to WCA Parent and the WCA Parent shall not have any further obligation to issue any Earn-Out Shares to Live Earth Funding LLC, an Ohio limited liability company (“LEF”), HBK/Xxxxxxx or Xxxxx Xxxxxxx-Xxxxx (“Xxxxxxx-Xxxxx”).
Earn-Out Shares. 7.1 The Consultant shall be issued, on execution of this Agreement, 750,000 earn-out shares. The Earn-Out Shares shall be held in the custody of the Company or its designee and shall be released to the Consultant on the basis of 10% of the original number of Earn-Out Shares on each anniversary of this Agreement. Notwithstanding that the shares are held in custody and are not released to the Consultant, all voting and dividend rights in respect of the Earn-Out Shares shall accrue to the Consultant and he shall be entitled to exercise such rights and receive such benefits in respect of the Earn-Out Shares.
Earn-Out Shares. The Company shall issue to Executive 900,000 shares of the Company’s common stock, par value $0.0001 per share (the “Earn-Out Shares”), pursuant and subject to that certain Earn-Out Agreement, dated as of December 20, 2021 by and among ITHAX Acquisition Corp., and certain persons listed on Schedule A thereto (the “Earn-Out Agreement”). The Earn-Out Shares are subject to all terms and conditions of the Earn-Out Agreement, including the vesting and forfeiture terms thereof, which Executive acknowledges receipt of, and agrees to become bound by and a party thereto. Executive agrees to sign such documents and take such actions as may be reasonably requested by the Company (such as but not limited to executing a joinder agreement) in relation to the Earn-Out Agreement. In addition to being subject to those vesting and forfeiture terms in the Earn-Out Agreement, the Earn-Out Shares, will be forfeited and/or clawed-back by the Company as follows:
Earn-Out Shares. In the event Pacific Magtron, Inc. ("PMI"), Pacific Magtron (GA), Inc. ("PMI-GA"), and LiveWarehouse, Inc. ("LW") achieve the Milestones (as defined in Section 4.3(b) below) for any year during the three (3) year period commencing January 1, 2005 and expiring December 31, 2007, Executive shall have the right to receive on March 31 of the immediately following calendar year, the applicable ratable portion of 66,666,666 shares of restricted common stock of ACT (priced at $.01 per share, or $666,666 in the aggregate), to be earned at the end of each such year at the rate of 25% for each of the first and second years and 50% for the third year (the "Shares"); provided, that in the event the Milestones are not achieved in any year, except as provided below, such ratable portion of Shares shall be forfeited entirely, without any ability to re-earn such Shares in a future year; provided further, that in the event Executive's employment with the Company is terminated for "cause" by the Company (as contemplated by Section 6.1 of this Agreement) prior to the expiration of the initial Employment Period, all of the Shares earned or to be earned by Executive shall be forfeited. In the event that Executive's employment with the Company is terminated prior to the expiration of the initial Employment Period for any reason other than "cause," Executive shall be permitted to receive the Shares earned by him prior to such termination, but shall in no event be entitled to receive Shares to be earned after the Termination Date (as defined in Section 6.1 below). Notwithstanding the foregoing, the number of Shares and the price per Share shall be adjusted accordingly for stock splits, reverse stock splits and other recapitalizations effected by ACT, so that Executive retains the right, after accounting for such adjustment, to receive the same percentage of ACT's outstanding shares of Common Stock as Executive would have had the right to receive had such adjustment not been so effected. Upon earning the Shares at the end of each year, if applicable, the Shares will be placed in escrow with a mutually agreeable escrow agent to be held and released in accordance with the terms of an escrow agreement in substantially the form of Exhibit "A" hereto; provided, however, that in the event that the employment of Executive is terminated by the Company prior to the expiration of the initial Employment Period without cause (as contemplated by Section 6.2 of this Agreement), Executive termin...
Earn-Out Shares. The Company shall use its reasonable efforts --------------- to amend all acquisition agreements to which it or one of its subsidiaries is a party and that provide for the future issuance of Company Shares or shares of capital stock of a subsidiary ("Subsidiary Shares") as deferred consideration, purchase price adjustment or otherwise, to allow for the issuance of Parent Shares in lieu of Company Shares or Subsidiary Shares in an amount equal to, (i) with respect to the Company Shares, the number of Company Shares otherwise issuable, multiplied by the Exchange Ratio, and (ii) with respect to the Subsidiary Shares, the number of Subsidiary Shares otherwise issuable, multiplied by a factor that appropriately reflects the exchange ratio or other valuation factor used in the acquisition of the respective subsidiary by the Company.
Earn-Out Shares. (a) In the case of Earn-out Shares issued in respect of shares of HoldCo Common Stock held immediately prior to the consummation of the Stock Split pursuant to Section 2.2(e), the allocation of Earn-out Shares among the First Target Earn-out Shares, the Second Target Earn-out Shares and the Third Target Earn-out Shares shall be calculated in accordance with Section 2.10(b) as percentages of the aggregate number of such Earn-out Shares issued to each holder thereof.
Earn-Out Shares. The provisions of Schedule 3 shall apply with respect to the payment of the Earn-out Shares.
Earn-Out Shares. In addition to the Stock Consideration, Chaparral Stockholders shall be entitled to up to an additional: (1) fifteen million (15,000,000) shares of Parent Common Stock, which includes the Escrow Shares (the “Share Price Earn-Out Shares”), and (2) five million (5,000,000) shares of Parent Common Stock (the “EBITDA Earn-Out Shares” and together with the Share Price Earn-Out Shares, the “Earn-Out Shares”) in the event Parent achieves certain earn-out triggers, defined in terms of a combination of criteria as follows:
Earn-Out Shares. 6.01 Additional shares of ATI $.0001 par value common stock (hereinafter referred to as the "Earn Out Shares") shall be issued to Xxxxxx up to a total of 2,000,000 additional shares to the extent that any of the following levels of Gross Revenues are achieved by Nurescell AG in any of the five full calender years following the date of this Agreement: Gross Revenues Additional Shares -------------- ----------------- Over $5 Million but less than $6 Million 200,000 Over $6 Million but less than $7.5 Million 400,000 Over $7.5 Million but less than $10 Million 666,000 Over $10 Million 1,000,000
Earn-Out Shares. (a) If the conditions set forth in this Section 3.8 are satisfied, New PubCo shall issue to the Earn-Out Participants, in accordance with their Earn-Out Proportion, a total of up to 2,500,000 newly issued New PubCo Ordinary Shares (such New PubCo Ordinary Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, and any additional shares issued in lieu of fractional shares pursuant hereto, the “Earn-Out Shares”), as follows:
