Guaranteed Value. (a) In the event that the aggregate Net Proceeds (as defined below) received prior to December 31, 1998 by the Sellers and the Escrow Agent from sales in the Public Offering or pursuant to the Shelf Registration of the Purchaser Shares plus the Cash Payment, if any, are less than the Purchase Price (including any increase in the Purchase Price after October 15, 1998 as provided in Section 1.2), then, on December 31, 1998, (i) Purchaser shall pay to Sellers and the Escrow Agent an aggregate amount equal to the Purchase Price minus the sum of the Net Proceeds previously received by the Sellers and the Cash Payment, if any. In the event that the aggregate Net Proceeds received by the Sellers and the Escrow Agent from the sale of Purchaser Shares plus the Cash Payment, if any, exceeds the Purchase Price, all such excess Net Proceeds shall be refunded to Purchaser. In either event, the Sellers and Escrow Agent shall transfer to Purchaser all Purchaser Shares that they have not previously sold.
(b) As used herein, "Net Proceeds" means (x) in the case of an underwritten sale of Purchaser Shares, the gross proceeds received by the Sellers and the Escrow Agent in such sale net of underwriter's discounts, commissions and other expenses paid by the Sellers (whether incurred by the Sellers, Purchaser, the underwriters or any advisors, and including, without limitation, accounting and legal fees) in connection with such sale and (y) in the case of any other sale of such shares, the gross proceeds received by the Sellers and the Escrow Agent net of selling commissions paid in connection with such sale and all other expenses paid by the Sellers (whether incurred by the Sellers, Purchaser, the placement agents or any advisors, and including, without limitation, accounting and legal fees) in connection with such sale.
Guaranteed Value. The maximum amount indicated on the face of the Payment Guarantee, exclusive of inter- est, that CCC agrees to pay the Holder of the Payment Guarantee.
Guaranteed Value. Immediately upon receiving an Exercise Notice, the Company shall calculate the value of the Warrant Shares (prior to any adjustment described in this Section 3.3.3 and without taking into account any exercise on a “cashless” basis pursuant to Section 3.3.1(b)) issuable to each Registered Holder upon exercise of the Warrant (the “Issue Shares”) as follows (the “Share Valuation”): Share Valuation = Issue Shares issuable to such Registered Holder X Relevant Price
Guaranteed Value. Subject to the adjustment in subsection ---------------- (c), (i) if the sale price for all the shares of Sylvan Common Stock sold net of all costs to Chauncey of such sale is less than Eight Million Dollars ($8,000,000) then Sylvan promptly shall pay to Chauncey an amount equal to such difference and (ii) if the sale price for all the shares of Sylvan Common Stock sold net of all costs to Chauncey of such sale is greater than Eight Million Dollars ($8,000,000), Chauncey promptly shall pay to Sylvan an amount equal to such difference.
Guaranteed Value. Subject to the adjustment in subsection ---------------- (c), (i) if the sale price for all the shares of Sylvan Common Stock sold net of all costs to Seller of such sale is less than the Purchase Price then Purchaser promptly shall pay to Seller an amount equal to such difference and (ii) if the sale price for all the shares of Sylvan Common Stock sold net of all costs Seller of such sale is greater the Purchase Price, Seller promptly shall pay to Purchaser an amount equal to such difference.
Guaranteed Value. Within three (3) Business Days of receiving an Exercise Notice, the Company shall calculate the value of the Warrant Shares (prior to any adjustment described in this Section 3.3.3 and without taking into account any exercise on a “cashless” basis pursuant to Section 3.3.1(b)) issuable to each Registered Holder upon exercise of the Warrant (the “Issue Shares”) as follows (the “Share Valuation”): Share Valuation = Issue Shares issuable to such Registered Holder X 5-day VWAP
Guaranteed Value. Your plan’s guaranteed value, which is maintained by your administrator, represents contributions, plus interest, less withdrawals. MetLife guarantees that the Contract will pay those withdrawals, initiated by your participants under the terms of your plan, up to the full amount of your plan’s guaranteed value, subject to the terms contained in the Contract.
