Earn-Out Shares definition

Earn-Out Shares has the meaning provided in Section 2.2(b).

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Earn-Out Shares shall have the meaning given in the Recitals hereto.

Earn-Out Shares has the meaning set forth in Section 2.6(a).

Examples of Earn-Out Shares in a sentence

• As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of the Combined Company, assuming no dilution from any of the Public Warrants, Private Warrants, Energy Vault Options, Energy Vault RSUs or the Earn Out Shares (“Additional Dilution Sources”), would be (a) $1,567,847,880 in the no redemption scenario, (b) $1,410,738,500 in the illustrative redemption scenario, and (c) $1,267,121,500, in the contractual maximum redemption scenario.

• Subject to certain exceptions, during the period between the Closing and the third anniversary of the Closing, holders of Energy Vault Common Stock and Energy Vault Equity Awards as of immediately prior to the Effective Time are eligible to receive up to 9,000,000 additional Combined Company Common Stock in the aggregate in three equal tranches of 3,000,000 Earn Out Shares, respectively, upon the occurrence of Triggering Event I, Triggering Event II and Triggering Event III, respectively.

More Definitions of Earn-Out Shares

Earn-Out Shares shall have the meaning given in the Merger Agreement.

Earn-Out Shares is defined in Section 3.4(a).

Earn-Out Shares means 35,000,000 Ordinary Shares issued at the Closing to the VAGL Shareholders and Loan Note Holders, which are held subject to restrictions and are subject to forfeiture until Vertical satisfies certain milestones.

Earn-Out Shares means additional shares of Class A or Class B Stock, as applicable, that may be issued as additional consideration in the Business Combination to the stockholders of Legacy Luminar as of the Closing, in an aggregate amount of up to 7.5% of the sum of (x) the total outstanding capital stock of the Company and (y) the total shares subject to outstanding Rollover Options and Assumed Warrants, in each case, as of the Closing.

Earn-Out Shares has the meaning ascribed to it in Section 2.8(d)(i).

Earn-Out Shares has the meaning set forth in Section 3.28.

Earn-Out Shares has the meaning specified in Section 4.01(a).