Put Price. Should NSM exercise its Put Right pursuant to Section 8.1(a), then the collective Interests held by the NSM Members shall be purchased by the Company at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the NSM Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “NSM Capital”), plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b)) previously made or deemed made to the NSM Members by the Company (collectively, the “NSM Return”). Notwithstanding the foregoing, if the Put Right is not exercised pursuant to Section 8.1(a) during the First Put Window, but is exercised during the Second Put Window, then the NSM Return shall be calculated as per above, except that (i) solely for the purposes of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the *** per annum annual compounded return in effect will be reduced for such calculation period to *** per annum, compounded annually, and (ii) solely for the purposes of calculating that portion of the NSM Return generated during the period commencing on the date on which the Put Right is exercised and to the date the Put Price is actually paid, the *** per annum annual compounded return in effect for such calculation period will be reduced for such calculation period to the weighted average per annum return on the NSM Capital as calculated as of the date the Put Right is exercised, compounded annually.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
Put Price. Should NSM SNR exercise its Put Right pursuant to Section 8.1(a), then the collective Interests held by the NSM SNR Members shall be purchased by the Company at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the NSM SNR Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “NSM SNR Capital”), plus (ii) an amount equal to a *** twenty percent (20%) per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b3.1(b)) previously made or deemed made to the NSM SNR Members by the Company (collectively, the “NSM SNR Return”). Notwithstanding the foregoing, if in the event that the Put Right is not exercised pursuant to Section 8.1(a) during the First Put Window, but is exercised during the Second Put Window, then the NSM SNR Return shall be calculated as per above, except that (i) solely for the purposes of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. calculating that portion of the NSM SNR Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the *** twenty percent (20%) per annum annual compounded return in effect will be reduced for such calculation period to *** twelve percent (12%) per annum, compounded annually, and (ii) solely for the purposes of calculating that portion of the NSM SNR Return generated during the period commencing on the date on which the Put Right is exercised and to the date the Put Price is actually paid, the *** twenty percent (20%) per annum annual compounded compound return in effect for such calculation period will be reduced for such calculation period to the weighted average per annum return on the NSM SNR Capital as calculated as of the date the Put Right is exercised, compounded annually.
Appears in 1 contract
Samples: Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC)
Put Price. Should NSM SNR exercise its Put Right pursuant to Section 8.1(a), then the collective Interests held by the NSM SNR Members shall be purchased by the Company at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the NSM SNR Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “NSM SNR Capital”), plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b3.1(b)) previously made or deemed made to the NSM SNR Members by the Company (collectively, the “NSM SNR Return”). Notwithstanding the foregoing, if in the event that the Put Right is not exercised pursuant to Section 8.1(a) during the First Put Window, but is exercised during the Second Put Window, then the NSM SNR Return shall be calculated as per above, except that (i) solely for the purposes of calculating that portion of the SNR Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the *** per annum annual *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the *** per annum annual compounded return in effect will be reduced for such calculation period to *** per annum, compounded annually, and (ii) solely for the purposes of calculating that portion of the NSM SNR Return generated during the period commencing on the date on which the Put Right is exercised and to the date the Put Price is actually paid, the *** per annum annual compounded compound return in effect for such calculation period will be reduced for such calculation period to the weighted average per annum return on the NSM SNR Capital as calculated as of the date the Put Right is exercised, compounded annually.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
Put Price. Should NSM exercise its Put Right pursuant to Section 8.1(a), then the collective Interests held by the NSM Members shall be purchased by the Company at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the NSM Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “NSM Capital”), plus (ii) an amount equal to a *** twenty percent (20.0%) per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b)) previously made or deemed made to the NSM Members by the Company (collectively, the “NSM Return”). Notwithstanding the foregoing, if the Put Right is not exercised pursuant to Section 8.1(a) during the First Put Window, but is exercised during the Second Put Window, then the NSM Return shall be calculated as per above, except that (i) solely for the purposes of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the *** twenty percent (20%) per annum annual compounded return in effect will be reduced for such calculation period to *** ten percent (10%) per annum, compounded annually, and (ii) solely for the purposes of calculating that portion of the NSM Return generated during the period commencing on the date on which the Put Right is exercised and to the date the Put Price is actually paid, the *** twenty percent (20%) per annum annual compounded return in effect for such calculation period will be reduced for such calculation period to the weighted average per annum return on the NSM Capital as calculated as of the date the Put Right is exercised, compounded annually.
Appears in 1 contract
Samples: Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC)