Liquidity Event Proceeds means the net proceeds of a Qualifying Liquidity Event (the value of which, if other than cash, will be determined by an independent investment bank engaged by the Board of Directors of the Company).
Liquidity Event Proceeds means the net cash or value of marketable securities (or combination of cash and marketable securities) received by the Company and its stockholders from or in connection with a Liquidity Event (i) before the payment of the bonus provided for in this Section 3(c) and any other cash bonus due to any other executive officer of the Company in connection with the same Liquidity Event, but (ii) after payment of all expenses incurred by the Company in connection with the Liquidity Event transaction (including, without limitation, fees and expenses of attorneys, accountants, bankers and other financial advisors) and repayment of any indebtedness of the Company then due or secured by any property or assets sold, exchanged or otherwise disposed of a result of the transaction. In connection with any Liquidity Event, the Board shall determine the Liquidity Event Proceeds in good faith consistent with the provisions of this subparagraph (B).
Liquidity Event Proceeds means the aggregate proceeds and value received (including the assumption of any funded indebtedness) that would be paid or payable to or for the benefit of Buyer and its Affiliates in connection with a Company Liquidity Event, net of reasonable, out-of-pocket transaction fees, costs and expenses incurred by Buyer or its Affiliates in connection with such Company Liquidity Event; provided that (A) the value of any non-cash consideration shall be the fair market value thereof as Buyer and the Seller Representative shall mutually agree and (B) the value of any consideration that is payable following the consummation of the Company Liquidity Event subject to the achievement of milestones, targets, earn-outs or other contingencies shall be the present value of the fair market value thereof as Buyer and the Seller Representative shall mutually agree. If Buyer and the Seller Representative are unable to agree on the fair market value with respect to the consideration in the foregoing (A) and (B), Buyer and Seller shall refer the valuation to a nationally recognized appraisal or valuation firm having no material relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates, upon which Buyer and the Seller Representative shall mutually agree. If within thirty (30) days, Buyer and the Seller Representative fail to mutually agree on an appraisal or valuation firm, Buyer and the Seller Representative shall thereafter promptly cause the American Arbitration Association to appoint an appraisal or valuation firm, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an appraisal or valuation firm with any significant preexisting relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates. One-half of the cost of the services of the designated appraisal or valuation firm shall be paid by each of Buyer and the Seller Representative.
Examples of Liquidity Event Proceeds in a sentence
Notwithstanding the foregoing, Buyer shall not take any action in bad faith with the intent of depriving Seller of the benefit of the Milestone Payment and/or Seller Liquidity Event Proceeds, if any, provided for herein.
Notwithstanding the foregoing, in no event shall the aggregate of Seller Liquidity Event Proceeds and the Milestone Payment payable by Buyer exceed Twenty-Five Million Dollars ($25,000,000).
In addition to the Purchase Price Adjustment, Buyer shall pay or cause to be paid the Milestone Payment and/or Seller Liquidity Event Proceeds, if any, to the Seller Representative in accordance with this Section 2.5.
Term Loan The Term Loan will be made in one disbursement within ten days after the later of (i) the date the Borrower receives the cash proceeds (the "Liquidity Event Proceeds") from the closing of a Liquidity Event (as defined below) or (ii) Silicon's written approval of the Liquidity Event.
Upon such merger, the consideration for the Class B Partnership Units of each Class B Limited Partner will be OP Units and/or such Class B Limited Partner's allocable share of the Net Liquidity Event Proceeds.
More Definitions of Liquidity Event Proceeds
Liquidity Event Proceeds means net cash proceeds received by Borrower (after payment of applicable commissions, costs, fees, expenses and taxes) and applied by Borrower as a payment or prepayment, as applicable, on the Obligations (or, with respect to the Park 41 Proceeds, applied by Borrower in accordance with Section 1.3(b)(ii)), in each case as a result of any of (a) the issuance or incurrence of Indebtedness (other than the Obligations) permitted by this Agreement, (b) sales of assets (including sale/leasebacks) permitted by this Agreement (other than sales permitted in Sections 6.8(a) and 6.8(b)), (c) income tax refunds, and (d) issuances of equity securities of Borrower permitted by this Agreement, in each case (other than with respect to income tax refunds) to the extent substantiated with written agreements executed prior to funding or receipt of payments, as applicable, in form and substance reasonably satisfactory to Lenders."; and Amending the definition of "Restricted Payment" appearing therein by adding the following as clause (h) thereof: "; and (h) any payment on or with respect to reimbursement obligations in respect of Supporting Letters of Credit, other than (1) payment of initial reasonable issuance fees and (2) payment of, or delivery of cash collateral as security with respect to, Xxxxxx Reimbursement Obligations to the extent required pursuant to the Xxxxxx Facilitation Agreement and made exclusively from Park 41 Proceeds."
Liquidity Event Proceeds means, in relation to a Liquidity Event, if the Company receives in respect of its Investee Company Shares –
Liquidity Event Proceeds means that portion of the aggregate consideration (including all cash, stock, assets, securities, warrants, options, subscription rights, evidences of indebtedness or assumptions of liabilities or indebtedness or other property) paid or payable to the Company and any holders of shares of Common Stock or other equity securities of the Company or their respective Affiliates, in connection with the Liquidity Event (after deducting expenses paid or payable by the Company in consummating such Liquidity Event). For purposes of the foregoing, the consideration paid or payable in the Liquidity Event shall include the cash, stock, assets, securities, warrants, options, subscription rights, evidences of indebtedness or assumptions of liabilities or indebtedness or other property paid or payable to any holders of shares of Common Stock or other equity securities of the Company, or their respective Affiliates, in connection with the Liquidity Event, regardless of how such consideration is characterized in the definitive documents relating to such Liquidity Event (which consideration might include non-competition, consulting or other similar payments), but excluding any consideration received for employees’ wages or for other bona fide services on no less favorable terms to the contracting third party than arm’s length terms.
Liquidity Event Proceeds shall have the meaning specified in Section 5.8(a).
Liquidity Event Proceeds means the net amounts received resulting from a Liquidity Event after deducting (a) all costs and expenses of the Company and its Subsidiaries directly related to the Liquidity Event, (b) the amount (if any) to discharge all debts and obligations of the Company required to be paid as a result of the Liquidity Event, and (c) any reasonable reserves that are required for the fixed, contingent or future liabilities or obligations of the Company and its Subsidiaries directly related to the Liquidity Event, plus any amounts attributable to any release or reduction of such reserves.
Liquidity Event Proceeds means, the amounts distributed by PIH to the Company under Section 4.1(a) of the PIH Operating Agreement, less a reasonable reserve to fund the expected cash flow needs of the Company (establishing a reasonable working capital level), as reasonably determined by the Board.
Liquidity Event Proceeds means net cash proceeds received by Borrower (after payment of applicable commissions, costs, fees, expenses and taxes) and applied by Borrower as a payment or prepayment, as applicable, on the Obligations, in each case as a result of any of (a) the issuance or incurrence of Indebtedness (other than the Obligations) permitted by this Agreement, (b) sales of assets (including sale/leasebacks) permitted by this Agreement (other than sales permitted in Sections 6.8(a) and 6.8(b)), (c) income tax refunds, and (d) issuances of equity securities of Borrower permitted by this Agreement, in each case (other than with respect to income tax refunds) to the extent substantiated with written agreements executed prior to funding or receipt of payments, as applicable, in form and substance reasonably satisfactory to Lenders.