Common use of Investor Disposition Proceeds Clause in Contracts

Investor Disposition Proceeds. With respect to any Disposition Event, the total proceeds therefrom payable with respect to the shares of Preferred Stock and Common Stock purchased by the Investors at any time during the period beginning December 13, 2001 through the date ending immediately prior to the date of a Disposition Event, and with respect to any shares of Preferred Stock issued as a PIK Dividend during such period which are attributable to such shares of Preferred Stock; provided, that any securities included in such proceeds shall be valued at the Market Value thereof as of the date of the Disposition Event; provided further, that with respect to a Disposition Event that is a public offering, the proceeds payable with respect to each share of Common Stock shall be deemed to be equal to the net offering price per share of Common Stock payable in such public offering; provided further, that any calculation of Investor Disposition Proceeds shall include for the determination thereof in the shares of Common Stock outstanding as of the occurrence of the Disposition Event any outstanding stock options or shares of restricted stock of the Company the vesting of which accelerates in connection with such Disposition Event.