Aggregate Net Proceeds definition
Aggregate Net Proceeds means the total amount of cash paid or payable and the fair market value of all property transferred or transferable directly or indirectly by an acquiring Person to the Company or its stockholders in connection with a Qualified Transaction. Any securities or other non-cash consideration to be delivered to the Company or its stockholders in connection with a Qualified Transaction shall be valued in accordance with the terms of the definitive document executed by the acquiring Person and the Company or, if such terms are not set forth in such definitive agreement, as otherwise reasonably determined in good faith by the Board of Directors of the Company.
Aggregate Net Proceeds has the meaning set forth in Section 6.6(g).
Aggregate Net Proceeds means, in the case of a Covered Transaction other than the sale of all or substantially all of the Company’s assets, the sum of (i) the aggregate amount actually paid or distributed, directly or indirectly, to the holders of the Company’s Preferred and Common Stock as consideration for those securities in consummation of such Covered Transaction plus (ii) the aggregate amount paid in such Covered Transaction to the holders of stock options, warrants or other stock rights relating to the Company’s Preferred or Common Stock as consideration for those securities in consummation of such Covered Transaction, to the extent those options, warrants or rights are vested at the time of such Covered Transaction (including any such options, warrants or right that vest on an accelerated basis by reason of such Covered Transaction) and minus (iii) any expenses paid directly by the holders of Preferred and Common Stock, stock options, warrants or other stock rights in connection with the Covered Transaction. The amount of the Aggregate Net Proceeds shall be determined in good faith by the Board. In the case of a Covered Transaction that is the sale of all or substantially all of the Company’s assets, the Board shall in good faith determine the amount (the “Deemed Distribution Amount”) that would be distributed to the holders of (i) the Company’s Preferred and Common Stock and (ii)
Examples of Aggregate Net Proceeds in a sentence
The Options shall vest only upon the consummation of a Liquidity Event which results the DCP Investors receiving Aggregate Net Proceeds equal or greater to the DCP Investment (each as defined below).
Any Success Fee to which you become entitled hereunder shall be paid in the same forms (i.e., in cash, stock and/or other property) and in the same proportions as the Aggregate Net Proceeds are paid by the acquirer to the Company’s stockholders generally.
Notwithstanding the foregoing, however, the amount of any Success Fee payable to you shall be reduced dollar for dollar by any Aggregate Net Proceeds actually paid to you in such Covered Transaction by reason of your equity position in the Company, whether by common stock ownership, the exercise or cash-out of stock options or otherwise.
All Holders will bear their respective pro rata share (based upon their pro rata share of the Aggregate Net Proceeds of the sale of all such Securities) of any reasonable costs related to the sale of Securities pursuant to an Approved Sale to the extent such costs are not otherwise paid by the Company or the acquiring party and to the extent such costs are incurred on behalf of all Holders.
The Performance SARs shall vest only upon the consummation of a Liquidity Event which results the DCP Investors receiving Aggregate Net Proceeds equal or greater to the DCP Investment (each as defined below).
More Definitions of Aggregate Net Proceeds
Aggregate Net Proceeds means the Deemed Distribution Amount less any expenses paid directly by the holders of Preferred and Common Stock, stock options, warrants or other stock rights in connection with the Covered Transaction. For the avoidance of doubt, in calculating Aggregate Net Proceeds for any Covered Transaction, any and all Company indebtedness and/or obligations of the Company assumed by the acquiring party (including the principal amount of any bridge loans made by the Company’s investors), legal and investment banker fees and other transaction costs and the amount of any Success Fee to which you become entitled pursuant to this Agreement shall be excluded from the calculation of the Aggregate Net Proceeds so that no portion of the Success Fee shall be attributable to such items.
Aggregate Net Proceeds means in relation to an External Refinancing, Flotation, Trade Sale or other Permitted Restricted Asset Disposal, the total cash proceeds received in Dollars (or if not received in Dollars, their Dollar equivalent at the date of receipt) by any member of the Group (including any deferred or purchase price adjustment proceeds received by such member of the Group) less:
Aggregate Net Proceeds means all cash proceeds actually received by the Sponsors with respect to the sale or other disposition of their Common Stock (other than Class C Common Stock) (in each case, as such term is defined in the Stockholders Agreement) to third parties, net of any unreimbursed Sales Costs, plus dividends in cash actually received by the Sponsors in respect of such Common Stock (other than Class C Common Stock); provided, however, that (a) Aggregate Net Proceeds shall not include any fees or expense reimbursement received by the Sponsors or any of their respective Affiliates pursuant to the Equity Placement Agreement, Expense Reimbursement Agreement, or Monitoring Agreement, (b) any dividends paid or payable pursuant to the Special Divided Side Letter, whether in cash, property or securities of the Company and whether by dividend, liquidating distributions, redemption or other acquisition for value of any equity securities of the Company (either pursuant to any applicable sinking fund requirement or otherwise) or otherwise, and, (c) subject to the foregoing clause (b), any cash dividends received by the Sponsors shall not be counted more than once in any calculation of Aggregate Net Proceeds.
Aggregate Net Proceeds means the aggregate proceeds received by Holders in connection with an Approved Sale after reduction for the applicable transaction expenses of the Company, its Subsidiaries and the Holders.
Aggregate Net Proceeds means the amount distributed or available for distribution to the LICENSEE’s members or stockholders, as and when such amounts are paid to the LICENSEE or its stockholders, after the payment of all liabilities and expenses of the transaction; without limiting the foregoing, any amounts associated with earn outs, escrows and the like will be included in AGGREGATE NET PROCEEDS as and when such amounts are paid to the LICENSEE or its stockholders.
Aggregate Net Proceeds means the actual aggregate proceeds received by the Shareholder in consideration or exchange for the Shares, less any commercially reasonable sales or brokerage commissions and discounts associated with the Shares sold, and excluding any interest earned on such proceeds; provided, however, that in connection with any Shares sold pursuant to an offering in which the Company selects the investment bankers and/or managers that will underwrite or market the offering, “Aggregate Net Proceeds” shall mean the actual aggregate proceeds received by the Shareholder in consideration or exchange for the Shares, less any sales or brokerage commissions and discounts associated with the Shares sold, and excluding any interest earned on such proceeds
Aggregate Net Proceeds has the meaning attributed to such term in section 2.3.2;