Exit Proceeds definition

Exit Proceeds means the net proceeds available for distribution to the Members of Parent II LLC at any time that a distribution is made pursuant to the Parent II LLC Agreement in respect of Operating Units or Value Units, as the case may be, following the return of all unreturned “Capital Contributions” (as defined in the Parent II LLC Agreement).

Exit Proceeds means, in respect of an Investee Company, the proceeds arising from an Exit Event and attributable to an Investor;

Exit Proceeds means the net proceeds realized by the Company from (i) an Exit Event, (ii) sale of WMG Fractional Shares underlying a Unit pursuant to a Tag-Along Right under Section 10.7(a), (iii) sale of WMG Fractional Shares underlying a Unit in or following an Initial Public Offering of WMG Common Stock or (iv) cash or other dividends or distributions paid on WMG Common Stock other than Dividend Proceeds, in each case, that are available for distribution (in cash or in kind) by the Company, as determined by the Managing Member.

Examples of Exit Proceeds in a sentence

• The Managing Member will determine in good faith the extent to which any distribution is made from Dividend Proceeds or Exit Proceeds.

• Subject to Articles X and XI and Section 6.1(d), Exit Proceeds will be apportioned among the Class A Units and Class B Units (including unvested Class B Units) held by the Members.

• The cash amount payable to a Participant in respect of his or her Phantom Service Points at any time that a distribution is made pursuant to the Parent II LLC Agreement in respect of Operating Units shall be determined by multiplying (x) such Participant’s Phantom Plan Service Percentage and (y) the amount of Exit Proceeds.

• The cash amount payable to a Participant in respect of his or her Phantom Performance Points at any time that a distribution is made pursuant to the Parent II LLC Agreement in respect of Value Units shall be determined by adding (x) the product of (i) such Participant’s Phantom Plan Performance Percentage and (ii) the amount of Exit Proceeds plus (y) an additional amount to provide a ‘catch-up’ similar to that provided in respect of Value Units pursuant to Section 9.1(d) of the Parent II LLC Agreement.

• The cash amount payable to a Participant in respect of his or her Phantom Performance Points at any time that a distribution is made pursuant to the Parent LLC Agreement in respect of Value Units shall be determined by adding (x) the product of (i) such Participant’s Phantom Plan Performance Percentage and (ii) the amount of Exit Proceeds plus (y) an additional amount to provide a ‘catch-up’ similar to that provided in respect of Value Units pursuant to Section 9.1(d) of the Parent LLC Agreement.

More Definitions of Exit Proceeds

Exit Proceeds means the distributable proceeds derived from:

Exit Proceeds means the sum of the proceeds of the term loan portion of the Exit Financing Facility and the principal amount of the New LINC Notes, after reducing such sum by the Excess Cash Reduction. In no event shall the Exit Proceeds be less than $875,000,000.00.

Exit Proceeds means, collectively, the proceeds available from the Exit Financing Facility and the New Capital.

Exit Proceeds means, in the case of an Exit, the surplus assets and retained profits of the Company and available for distribution amongst the shareholders;

Exit Proceeds means all amounts received by the Securityholders or the Group on the occurrence of a Liquidity Event, together with any consideration (whether in cash, securities or otherwise) received by the Securityholders or the Group which, having regard to the substance of the transaction as a whole, can reasonably be regarded as additional consideration in the context of the Liquidity Event (including, for the avoidance of doubt, any conditional and/or deferred consideration (once received)) it further being agreed that, in the event that a Liquidity Event is a Public Offering, the Exit Proceeds shall be deemed received on the basis that all Securities of the Company or NewCo (as appropriate) shall be deemed sold at the end of the Lock-up Period for a price per Security equal to the volume weighted average closing price on the relevant exchange during the 60 preceding trading days (as such price shall be adjusted downward as reasonably calculated by the Board for any dividends paid on the Company or NewCo Securities during such 60 day period (it being understood that such adjustment shall be applied to each trading day in such period that precedes the applicable ex- dividend date)).

Exit Proceeds means any consideration, monetary or otherwise, including shares and other securities or goods, actually received by the Company or the Original Shareholders (as applicable), directly or indirectly in the framework, or as a result, of an Exit Event as referred to in 1.4.6 above, it being agreed that any non-monetary consideration shall be valued at its fair market value as determined by mutual agreement between the Parties and failing such agreement, according to the assessment of an independent appraiser to be selected by the Parties.

Exit Proceeds means proceeds received by the Issuer, or distributed to the Issuer, as the case may be, as consideration in connection with the Exit less all fees, costs and expenses, stamp, registration and other taxes incurred in connection with the Exit or the Exit Agreement, if any. Exit Proceeds shall not constitute Other Proceeds.