Number of Earnout Shares Clause Samples

The 'Number of Earnout Shares' clause defines the specific quantity of shares that may be issued to a seller as part of an earnout arrangement in a transaction. This clause typically outlines how the number of shares is calculated, often based on the achievement of certain financial or operational milestones post-closing. For example, if the acquired company meets agreed-upon revenue targets, a predetermined number of shares are released to the seller. The core function of this clause is to provide clear terms for contingent equity compensation, ensuring both parties understand the potential future ownership changes and aligning incentives for post-transaction performance.
Number of Earnout Shares shares earned are by number of shares and are not determined by stock price;
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Number of Earnout Shares. (i) The Earnout Shares shall be payable to the Sellers based upon their aggregate Pro Rata interest in the Company Shares as of the Closing, when, as and in the amounts provided in this Section 2.7, not to exceed the Total Earnout Shares, in the aggregate. (ii) For the fiscal quarter of Private ended December 31, 2009, the fiscal years of Private ended December 31, 2010 and 2011 and the first three fiscal quarters of Private for the fiscal year of Private ended December 31, 2012 (each, an “Earnout Period”, and together the “Earnout Periods”) in which the Actual EBITDA of the Online Media Business for such Earnout Period equals or exceeds the Target EBITDA for such Earnout Period, Sellers, subject to subsection (iv) below, shall be entitled to receive a portion of the Total Earnout Shares equal to the Annual Maximum Earnout Shares for such Earnout Period. The Annual Maximum Earnout Shares shall consist solely of: (A) for the 2009 Earnout Period: 175,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 8.33% of the Total Earnout Shares) (the “2009 Maximum Earnout Shares”); (B) for the 2010 Earnout Period: 700,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 33.33% of the Total Earnout Shares) (the “2010 Maximum Earnout Shares”); (C) for the 2011 Earnout Period: 700,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 33.33% of the Total Earnout Shares) (the “2011 Maximum Earnout Shares”); and (D) for the 2012 Earnout Period: 525,000 Amalco Preference Shares (or, if the Amalgamation Consideration is adjusted pursuant to Section 2.4(a)(ii), 25% of the Total Earnout Shares) (the “2012 Maximum Earnout Shares”). (iii) In any Earnout Period in which the Actual EBITDA is less than the Target EBITDA, Sellers shall be entitled to receive in such Earnout Period a number of Earnout Shares determined by dividing the Actual EBITDA for such Earnout Period by the Target EBITDA for such Earnout Period (the “Earnout Share Ratio”) and multiplying such Earnout Share Ratio for such Earnout Period by the Annual Maximum Earnout Shares for such Earnout Period. (iv) If in the 2009, 2010, 2011 or 2012 Earnout Periods the Actual EBITDA is less than the Target EBITDA, then for purposes of determining the number of Earnout Shares available for distribution in the subsequent Earnout Period(s), and notwithstan...
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Related to Number of Earnout Shares

  • Number of Shares This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Shares”).

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • Adjustment in Number of Warrant Shares When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.