Effective Proceeds Clause Samples

Effective Proceeds. “Effective Proceeds” shall mean, as of the Measurement Date, the sum (without duplication) of (a) the aggregate value of any cash received after the Effective Date by the Principal Stockholders in connection with the prior disposition of any portion of the Investment or in connection with the disposition of any property previously exchanged for or in consideration of any portion of the Investment, after taking into account all transaction costs as determined by the Administrator, (b) the aggregate value of any cash received after the Effective Date by the Principal Stockholders from time to time from the Company in the form of dividends or other stockholder distributions in respect of the Investment, (c) the aggregate value of any cash received after the Effective Date by the Principal Stockholders upon disposition of any non-cash dividends or other non-cash stockholder distributions received from time to time from the Company or any successor in respect of the Investment and the fair market value of any non-cash dividends or other non-cash stockholder distributions received by the Principal Stockholders from time to time from the Company or any successor in respect of the Investment not previously disposed of for cash, as determined by the Administrator, and (d) the aggregate fair market value of any portion of the Investment retained by the Principal Stockholders as of the Measurement Date, which to the extent applicable, shall be based upon the Fair Market Value of the Shares as of the Measurement Date. For the avoidance of doubt, Effective Proceeds shall not include (A) any management, transaction or similar fees paid to the Principal Stockholders or Affiliates of the Principal Stockholders, (B) any consideration received pursuant to the Merger Agreement and (C) any consideration received in a Post-Closing Syndication Transfer which is excluded from the definition of “Investment”.
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Effective Proceeds. “Effective Proceeds” shall mean, as of the Measurement Date, the Liquidity Proceeds determined as of such date in accordance with clause (b) of the definition of such term.
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Related to Effective Proceeds

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

  • Withdrawal of the Proceeds of the Financing General 1. The Recipient may withdraw the proceeds of the Financing in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Association shall specify by notice to the Recipient (including the “World Bank Disbursement Guidelines for Projects” dated May 2006, as revised from time to time by the Association and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Financing (“Category”), the allocations of the amounts of the Financing to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: (1) Goods, works, Training, Cash Compensation and consultants’ services for Part B of the Project 39,700,000 90% (2) Goods, works, (other than Road and Drainage Works), Training and consultants’ services for Part C of the Project 4,950,000 90% (3) Road and Drainage Works, for Part C of the Project 13,550,000 90% (4) Goods, Training, Operating Costs, audits and consultants’ services for Part D of the Project 9,550,000 100% (5) Refund of Project Preparation Advance 1,100,000 Amount payable pursuant to Section 2.07 of the General Conditions (6) Unallocated 2,350,000 TOTAL AMOUNT 71,200,000

  • Distribution of Collateral Proceeds In the event that, following the occurrence or during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, the Agent for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Agent to protect or preserve the collateral or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent to such monies; (b) Second, to all other Obligations in such order or preference as the Majority Banks shall determine; provided, however, that (i) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent's fee payable pursuant to Section 4.3 and all other Obligations, (ii) in the event that any Bank shall have wrongfully failed or refused to make an advance under Section 2.7 and such failure or refusal shall be continuing, advances made by other Banks during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in priority to the other Obligations described in this subsection (b), and (iii) Obligations owing to the Banks with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among the Banks pro rata; and provided, further, that the Majority Banks may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Insurance Proceeds All proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;

  • Proceeds The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.