Elan Proceeds Clause Samples

Elan Proceeds. The aggregate payments received by Elan (or one or more of its Continuing Affiliates) pursuant to this Agreement in connection with the Transactions and other transactions contemplated hereby shall consist of (a) 31,900,000 New Alkermes Ordinary Shares that the Elan Shareholder shall continue to hold as of the Effective Time, plus (b) a payment by wire transfer from or on behalf of Alkermes, New Alkermes or their respective Subsidiaries, as applicable, of immediately available funds in an amount equal to $500,000,000 in full and final satisfaction of the Elan Reorganization Indebtedness (the “Cash Payment”) (collectively, the “Closing Payments”), subject to any adjustment to the Cash Payment pursuant to Section 2.15.