Common use of CUMULATIVE TOTAL RETURN Clause in Contracts

CUMULATIVE TOTAL RETURN. The “CUMULATIVE TOTAL RETURN” means the sum (net of all transaction and valuation costs) of (i) all dividends and other distributions (including the aggregate amount of the Quarterly Management Fee Payments (as defined in the LLC Agreement), but specifically excluding tax distributions and expense reimbursement payments) paid to the Investors with respect to the Class A Units, (ii) the gross proceeds of any sale of Class A Units by any of the Investors, and (iii) solely for purposes of determining Cumulative Total Return as of the fifth anniversary of the Closing, the fair market value of the Class A Units held by the Investors on the fifth anniversary of the Closing, which will be determined by a nationally recognized third party valuation firm selected by the Managing Member. Notwithstanding anything in this Agreement to the contrary, upon a Significant Event Cumulative Total Return shall be finally determined and there shall be no further opportunity to vest in any Performance Units.