Cumulative Cash Proceeds definition
Cumulative Cash Proceeds means, without duplication: (i) cumulative cash proceeds actually received by the Avista Investors as consideration for the sale or other disposition of their Shares, including cash proceeds actually received by the Avista Investors in connection with a sale of Shares in an Initial Public Offering (net of unreimbursed Sales Costs), (ii) cumulative cash proceeds actually received by the Avista Investors as cash dividends with respect to such Shares, (iii) cumulative cash proceeds actually received by the Avista Investors in connection with the redemption of the 14% Non-Convertible Series A Preferred Stock of the Company formerly held by the Avista Investors, and (iv) securities issued to the Avista Investors in connection with a Change of Control, which shall be deemed sold, as of the time of the closing or effective time of such Change of Control transaction, for cash by the Avista Investors for an amount per security equal to the value ascribed to such securities pursuant to and in connection with the definitive acquisition agreement or other transaction agreement effecting such Change of Control as of the time of the closing or effective time of such Change of Control transaction (net of unreimbursed Sales Costs); provided, that, after a deemed sale described in clause (iv) above, such securities shall no longer be taken into account in the determination of Cumulative Cash Proceeds; provided, further, that Cumulative Cash Proceeds shall not include any advisory, management, monitoring transaction or other fees, or any expense reimbursement, received by any Avista Investor or any of their Affiliates; and, it being understood, that the Cumulative Cash Proceeds as of the date hereof equals $[ ].
Cumulative Cash Proceeds means (i) cumulative cash proceeds, (ii) the fair market value (as determined by the Board in good faith) of liquid securities that are freely transferrable on an established securities market, and (iii) solely for purposes of determining vesting of the Performance Award pursuant to Section 3(c)(ii) above, the fair market value (as determined by a nationally recognized third party appraisal firm selected by the Board in its sole discretion) of any other consideration paid in connection with the applicable Change of Control, in each case, actually received by the Advent Investors (A) as consideration for the sale or other disposition of their Shares (net of unreimbursed Sales Costs) and (B) as cash dividends with respect to such Shares; provided, however, that Cumulative Cash Proceeds shall not include any advisory fees, or any expense reimbursement, received by any Advent Investor or any of their Affiliates. For the avoidance of doubt, “Cumulative Cash Proceeds” shall not include the value of any retained securities upon an initial public offering of the Company or its Affiliate.
Cumulative Cash Proceeds means, without duplication: (i) cumulative cash proceeds actually received by the Avista Investors as consideration for the sale or other disposition of their Shares, including cash proceeds actually received by the Avista Investors in
More Definitions of Cumulative Cash Proceeds
Cumulative Cash Proceeds means cumulative cash proceeds actually received by the Avista Investors (i) as consideration for the sale or other disposition of their stock in the Company (net of unreimbursed Sales Costs) and (ii) as cash dividends with respect to such stock; provided, however, that Cumulative Cash Proceeds shall not include any advisory or other fees (including, but not limited to, any funding fee paid to the Avista Investors in connection with its equity investment in the Company), or any expense reimbursement, received by any Avista Investor or any of their Affiliates;