Total Net Proceeds definition

Total Net Proceeds in connection with any Asset Sale or any Recovery Event, the sum, without duplication, of (a) the proceeds thereof in the form of cash and Cash Equivalents and (b) the amount of any deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise (whether or not received at the time “Total Net Proceeds” is calculated in connection with such Asset Sale or Recovery Event), net of attorneys’ fees, accountants’ fees, investment banking fees and consultants’ fees (in each case, including costs and disbursements), amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to the Guarantee and Collateral Agreement) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements).

Total Net Proceeds means the proceeds of the Offering net of expenses related to the Offering;

Total Net Proceeds means, with respect to a Realization Event, the difference of: (x) the value of all cash, securities, or any other form of consideration paid or payable, directly or indirectly, by the acquiring party(ies) to the Fir Tree Investors in consideration of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock in the Realization Event; minus: (y)(i) the purchase price paid by the Fir Tree Investors in respect of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, (ii) all accrued and unpaid dividends owing to the Fir Tree Investors in respect of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock as of the Realization Event, (iii) all accrued and unpaid interest thereon, of any outstanding indebtedness owing to the Fir Tree Investors as of the Realization Event, (iv) fees and expenses of any legal, financial, tax or other advisors to each of the Company (including the Board or any committees thereof) and the Fir Tree Investors, (v) taxes (other than income taxes), fees, expenses, and other costs payable by the Company or the Fir Tree Investors in connection with the Realization Event, including, without limitation, sale bonuses, severance payments, stay-bonuses and other compensation payable to employees by reason of a Realization Event that are incurred by the Company or the Fir Tree Investors, other than compensation paid pursuant to a MIP Replacement Agreement (all of the items in clauses (iv) and (v) are referred to herein as the “Other Expenses”); and (vi) all amounts funded in escrow by the Fir Tree Investors pursuant to the Funding Agreement. For avoidance of doubt, in determining Total Net Proceeds, (A) the Plan Bonus (including any Holdback Amount) shall be deducted from the amount in clause (x), and (B) any compensation paid pursuant to a MIP Replacement Agreement shall not be deducted from the amount in clause (x). The amount of Other Expenses shall be as reasonably determined by a majority of the non-management members of the Board prior to the Closing Date. In the case of a Realization Event that is an asset purchase transaction, the amount in clause (x) shall include the amount of any indebtedness of the Company that is assumed by an acquirer and there shall be subtracted from the amount thereof the amount of any liabilities of the Company (other than trade payables and similar liabilities arising in the ordinary course of the Company’s business) as of the date of the Realization Event that are not assumed by th...

Total Net Proceeds has the meaning described in Section 2.4.7.

Total Net Proceeds is defined in Section 6.1(a) of this Agreement.

Total Net Proceeds means, with respect to any Equipment, the aggregate of (i) the Excess Abuse Billing Proceeds actually received by NFS for such Equipment, (ii) the Net Re-lease Proceeds actually received by NFS for such Equipment, and (iii) the Net Sale Proceeds actually received by NFS for such Equipment, less the (iv) Accrued Interest Cost, and (v) the Administrative Carrying Cost.

Total Net Proceeds in connection with any Asset Sale or any Recovery Event, the sum, without duplication, of (a) the proceeds thereof in the form of cash and Cash Equivalents and (b) the amount of any deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise (whether or not received at the time “Total Net Proceeds” is calculated in connection with such Asset Sale or Recovery Event), net of attorneys’ fees, accountants’ fees, investment banking fees and consultants’ fees (in each case, including costs and disbursements), amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to the Guarantee and Collateral Agreement or Liens that are subject to a First Lien Intercreditor Agreement or a Junior Lien Intercreditor Agreement) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements). “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit outstanding at such time. “Transferee”: any Assignee or Participant. “Type”: as to any Loan, its nature as an ABR Loan, a Term SOFR Loan or a Eurodollar Loan. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “United States”: the United States of America. “Weighted Average Life to Maturity” when applied to any Indebtedness at any date, the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining ...

Total Net Proceeds means the gross proceeds received by Purchaser from the sale of the applicable S-3 Shares less brokerage fees. If the Adjusted Purchase Price is greater than the Unadjusted Purchase Price, there shall be no True-Up Payment due from the Company to the Purchaser and no payment due from the Purchaser to the Company.