Aggregate Proceeds definition

Aggregate Proceeds means, with respect to the Investor Group (and without duplication), the (i) aggregate cash or cash equivalents received for all Cash Liquidity Events prior to and including (if applicable) the applicable Realization Event, (ii) the aggregate Market Value (calculated as of the date of the relevant In Kind Distribution) of the Securities distributed in all In Kind Distributions prior to and including (if applicable) the applicable Realization Event, (iii) the aggregate Market Value (calculated as of the date of such Exchange Realization Event) of the Marketable Securities received in all Exchange Realization Events prior to and including (if applicable) such Realization Event and (iv) the amount of (A) all Distributions received through and including (if applicable) the date of such Realization Event minus (B) the amount of all Tax Distributions as of such date, in each case, calculated after deducting any commercially reasonable fees, expenses, discounts or similar amounts paid or owed by the Investor Group to a third party in respect of each such Realization Event. For the avoidance of doubt, any payments received by a party pursuant to a tax receivables agreement or other monetization of tax assets shall not constitute “Aggregate Proceeds”.

Aggregate Proceeds means the aggregate cash proceeds received by the Company from the Realisation

Aggregate Proceeds has the meaning set forth in Section 3.2(a).

Examples of Aggregate Proceeds in a sentence

• The exercise price shall be based on an implied future stock price equivalent to the Threshold Amount as of the relevant maturity date (determined in accordance with (d) below) less the Aggregate Proceeds as of the Interim Settlement Date divided by the number of VEBA Interests as of the Interim Settlement Date.

• Any transaction that is structured as an indirect sale of the VEBA Shares (other than a Sale of VEBA Holdco Interests), or of the VEBA Holdco Interests, such as the sale of a derivative instrument or other similar transaction, that results in payments to or receipt of value by the VEBA or VEBA Holdco, directly or indirectly, in respect of the VEBA Interests, shall be treated as the receipt of Aggregate Proceeds and subject to the Holder’s rights hereunder in every respect.

• The Financing Arrangements, in form and substance acceptable to Fortune Brands in its sole discretion, shall have been entered into and shall remain effective, Cabinets shall have received the Aggregate Proceeds and made the distributions set forth on Schedule 3.2(b) to Fortune Brands.

• The VEBA shall promptly notify Holder of the amount of the Aggregate Proceeds, and any related details (reasonably requested by Holder) in connection with any sale of VEBA Interests (a “Sale”).

• The Holder shall have the right, at any time, to purchase all of the then outstanding VEBA Interests for an amount equal to the Threshold Amount less the Aggregate Proceeds received by VEBA Holdco, or the VEBA, through the date on which the purchase price is paid to VEBA Holdco or the VEBA, as applicable (the “Repurchase Right”).

More Definitions of Aggregate Proceeds

Aggregate Proceeds means, as of any date, the cumulative total proceeds, net of fees and commissions, realized by VEBA and VEBA Holdco from (i) any Sales, whether through private transaction or a public offering, or (ii) distributions of or in respect of VEBA Shares (other than distributions made in Chrysler Stock). For purposes of this definition, the proceeds from a Sale of VEBA Holdco Interests to a party other than Fiat shall be the cumulative total proceeds net of fees and commissions actually realized by the VEBA, increased to reflect any adjustment computed in the manner described in Section IV (B)(3). For the avoidance of doubt, the VEBA or VEBA Holdco shall not be deemed to realize any proceeds as a result of (x) any transfers of VEBA Interests to the Holder pursuant to Section IV (A) and (y) any distributions with respect to taxes pursuant to Section 4.4 of the LLC Agreement, to the extent such distributions are used by VEBA Holdco to pay its income taxes on income allocated to it pursuant to such LLC Agreement (“Income Tax Payments”).

Aggregate Proceeds shall be determined as of the date of an applicable Participation Notice and shall equal the gross proceeds received as of the date of determination by Xxxxxxxxxx or Xxxxxxxxxx Permitted Transferees from sales, if any, of shares of Common Stock or Preferred Stock to any Person who is not a Xxxxxxxxxx Permitted Transferee (a) pursuant to an effective registration statement, (b) pursuant to Rule 144 under the Securities Act or (c) in transactions otherwise exempt from the registration requirements of the Securities Act.

Aggregate Proceeds means, without duplication, an amount equal to (a) all amounts in the Trust Account immediately prior to the Closing (after deducting the SPAC Shareholder Redemption Amount) plus (b) Permitted Financing Proceeds plus (c) Subsequent Equity Financing Proceeds.

Aggregate Proceeds means the aggregate of the gross proceeds to the Restricted Person from all his Transfers of Zenascent Common Stock.

Aggregate Proceeds has the meaning set out in the recitals hereto;

Aggregate Proceeds means, with respect to the Investor Group (and without duplication), the (i) aggregate cash or cash equivalents received for all Cash Liquidity Events prior to and including (if applicable) the applicable Realization Event, (ii) the aggregate Market Value (calculated as of the date of the relevant In Kind Distribution) of the Securities distributed in all In Kind Distributions prior to and including (if applicable) the applicable Realization Event, (iii) the aggregate Market Value (calculated as of the date of such Exchange Realization Event) of the Marketable Securities received in all Exchange Realization Events prior to and including (if applicable) such Realization Event and (iv) the amount of all dividends and distributions received through and including (if applicable) the date of such Realization Event, in each case, calculated after deducting any commercially reasonable fees, expenses, discounts or similar amounts paid or owed by the Investor Group to a third party in respect of each such Realization Event. For the avoidance of doubt, any payments received by a party pursuant to a tax receivables agreement or other monetization of tax assets shall not constitute “Aggregate Proceeds”.

Aggregate Proceeds means the gross proceeds received by the Stockholder from (i) the sale of Guaranteed Shares in a Market Sale and (ii) the sale of Shares in a Company Purchase, in each case before any deduction for commissions or other selling expenses.