Liquidity Proceeds definition

Liquidity Proceeds means the amount of proceeds remaining on a Liquidity Event, after payment of all debts and obligations.
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Liquidity Proceeds means cash and other assets (including without limitation stock and other securities consideration) that are proceeds from the Liquidity Event and legally available for distribution.
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Liquidity Proceeds means, the sum (without duplication) of (a) the aggregate fair market value of the consideration actually received by the Principal Stockholders after the Effective Date on their Investment in connection with a Liquidity Event, after taking into account all post-closing adjustments, and assuming exercise of all options and warrants to purchase equity securities of the Company outstanding as of the effective date of such Liquidity Event (after giving effect to any dilution of securities or instruments arising in connection with such Liquidity Event); provided however, that if the Principal Stockholders retain any Investment or portion thereof following such Liquidity Event, the fair market value of such Investment (or portion) immediately following such Liquidity Event shall be deemed “consideration received” for purposes of calculating the Liquidity Proceeds, and provided further that the fair market value of any non-cash consideration (including stock) shall be determined by the Administrator in its sole discretion as of the date of such Liquidity Event plus (b) the aggregate value of any cash received after the Effective Date in connection with the prior disposition of any portion of the Investment or in connection with the disposition of any property previously for or in consideration of any portion of the Investment prior to such Liquidity Event, plus (c) the aggregate value of any cash received after the Effective Date from time to time from the Company or any successor in the form of dividends or other stockholder distributions in respect of the Investment plus (d) the aggregate value of any cash received after the Effective Date upon disposition of any non-cash dividends or other non-cash stockholder distributions received from time to time from the Company or any successor in respect of the Investment and the fair market value of any non-cash dividends or other non-cash stockholder distributions received from time to time from the Company or any successor in respect of the Investment not previously disposed of for cash, as determined by the Administrator in its sole discretion as of the date of the Liquidity Event. Notwithstanding the foregoing, in no event shall Liquidity Proceeds include any consideration received by the Principal Stockholders and their Affiliates (i) pursuant to the Merger Agreement, (ii) pursuant to the Post-Closing Syndication Transfer which is excluded from the definition of “Investment” or (iii) in respect of any management,...
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Examples of Liquidity Proceeds in a sentence

  • If there is a Liquidity Event before the termination of this Safe, the Investor will automatically be entitled to receive a portion of Liquidity Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Liquidity Event.

  • To extent the Investor and any other Safe holder is entitled to receipt of any Cash-Out Amount but Liquidity Proceeds or proceeds from the Company’s sale of FGS Stock, as applicable, are insufficient to pay the full amount of the Cash-Out Amount, the Company shall partially pay the Cash-Out Amount with respect each Safe in proportion to the relative Funded Amount of each Safe.

  • Subject to Section 2.4, if in connection with a Liquidity Event, on any single date, Liquidity Proceeds both (i) equal or exceed two (2) times the Investment and (ii) result in an IRR that equals or exceeds 17.5% (together the “Liquidity Event Hurdles”), in each case, as determined by the Administrator, then all then unvested Performance Options shall vest and become exercisable as of immediately prior to such Liquidity Event.

  • Notwithstanding the foregoing, in no event shall Liquidity Proceeds include any consideration received by the Principal Stockholders and their Affiliates (i) pursuant to the Merger Agreement, (ii) pursuant to the Post-Closing Syndication Transfer which is excluded from the definition of “Investment” or (iii) in respect of any management, transaction or similar fees.

  • There are three overlapping processes in analytical process of fundamental conceptualization theory including Open Coding, Axial Coding, and Selective Coding.

  • For Preferred Members who have selected the Lump-Sum Method, fifty (50%) percent of the Liquidity Proceeds received.

  • If, in connection with a Liquidity Event, Liquidity Proceeds are greater than or equal to the Internal Rate of Return for the Performance Options with respect to all Investments, the Performance Options shall become fully vested and exercisable immediately prior to the effective date of such Liquidity Event.

  • The Lump-Sum Method shall represent distribution * on all Properties for Class A Preferred Members or on a particular Property * for each Preferred Class of the additional Preferred Class Members equal to * sixty (60%) percent of the Liquidity Proceeds.

  • For Preferred Members who have selected the Lump-Sum Method, sixty (60%) * percent of the Liquidity Proceeds received.

  • Subject to Section 2.4, if, on any single date, Liquidity Proceeds both (i) equal or exceed two (2) times the Investment and (ii) result in an IRR that equals or exceeds 17.5% (together a “Performance Liquidity Event”), in each case, as determined by the Administrator, then all then unvested and outstanding Performance Options shall vest and become exercisable as of immediately prior to such Performance Liquidity Event.


More Definitions of Liquidity Proceeds

Liquidity Proceeds means, as determined by the Administrator in its sole discretion and (1) excluding any management, transaction or similar fees, (2) assuming the exercise of all options and warrants to purchase equity securities of the Company outstanding as of such date, (3) without duplication and (4) taking into account all post-closing adjustments, the sum of (i) the aggregate amount of any cash, and the aggregate fair market value of any publicly traded securities which the Principal Stockholders are not prohibited from selling, received in connection with the Liquidity Event and any prior disposition of any portion of the Investment or in connection with the disposition of any property (including non-publicly traded securities) previously exchanged for or received in consideration of any portion of the Investment, plus (ii) the aggregate amount of any cash, and the aggregate fair market value of any publicly traded securities which the Principal Stockholders are not prohibited from selling, received from time to time from the Company or any successor in the form of dividends or other stockholder distributions in respect of the Investment plus (iii) the aggregate value of any cash received upon disposition of any non-cash dividends or other non-cash stockholder distributions (other than dividends or distribution of publicly traded securities covered in clause (a) or clause (b) above) received from time to time from the Company or any successor in respect of the Investment.
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Liquidity Proceeds means any and all proceeds received by the Parent constituting the Sponsor Capital Contributions, the Backstop Capital Contribution or the loans made under the Additional Liquidity Facility.
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Liquidity Proceeds means the sum of (a) the aggregate fair market value of the consideration actually received (excluding any management or similar fees) by the Principal Stockholder on its Investment in connection with a Liquidity Event, after taking into account all post closing adjustments and after deducting all transaction costs and expenses, and assuming exercise of all options and warrants to purchase equity securities of the Company outstanding as of the effective date of such Liquidity Event (after giving effect to any dilution of securities or instruments arising in connection with such Liquidity Event); provided however, that if the Principal Stockholder retains any Investment or portion thereof following such Liquidity Event, the fair market value of such Investment (or portion) immediately following such Liquidity Event shall be deemed “consideration received” for purposes of calculating the Liquidity Proceeds, and provided further that the fair market value of any non-cash consideration (including stock) shall be determined by the Board in its sole discretion as of the date of such Liquidity Event and (b) the amount of cash dividends the Principal Stockholder receives on the Investment from time to time.
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Liquidity Proceeds has the meaning set forth in subsection 6.15 hereof.
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Liquidity Proceeds means, as of the relevant date, in all cases, as determined by the Administrator in its sole discretion and (1) excluding (A) any management, transaction or similar fees, received by the Principal Stockholders or any of their Affiliates, (B) any consideration received pursuant to the Merger Agreement and (C) any consideration received in a Post- Closing Syndication Transfer (as defined in the Merger Agreement) which is excluded from the definition of “Investment”, (2) assuming the exercise of all options and warrants to purchase equity securities of the Company outstanding as of such date, (3) without duplication and (4) taking into account all post-closing adjustments:
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Related to Liquidity Proceeds

  • Investment Proceeds means, with respect to any Determination Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1996-1 Accounts, together with an amount equal to the Series 1996-1 Allocation Percentage of the interest and other investment earnings on funds held in the Collection Account credited as of such date to the Collection Account pursuant to Section 4.02 of the Agreement.

  • Equity Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any Capital Stock or other equity securities of, or the making of any capital contribution to, the Company after the Closing Date.

  • REO Proceeds Proceeds received in respect of any REO Mortgage Loan (including, without limitation, proceeds from the rental of the related Mortgaged Property).

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by any Restricted Entity from such Equity Issuance (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred by any Restricted Entity in connection with such Equity Issuance.

  • Liquidity Reserve Account shall have the meaning set forth in Section 8.2(A)(iii).

  • Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower, any Parent Guarantor or any of their respective Subsidiaries in connection therewith, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Collateral Proceeds means the Liquidation Proceeds of the Relevant Collateral or any Undeliverable Assets forming part of the Relevant Collateral (as the case may be) denominated in the Settlement Currency.

  • Principal Funding Investment Proceeds means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

  • Interest Proceeds means, with respect to any Collection Period or the related Determination Date, without duplication, the sum of:

  • Discount Proceeds means, with respect to any B/A, an amount (rounded upward, if necessary, to the nearest Cdn.$.01) calculated by multiplying (a) the face amount of such B/A by (b) the quotient obtained by dividing (i) one by (ii) the sum of (A) one and (B) the product of (x) the Discount Rate (expressed as a decimal) applicable to such B/A and (y) a fraction of which the numerator is the Contract Period applicable to such B/A and the denominator is 365, with such quotient being rounded upward or downward to the fifth decimal place and .000005 being rounded upward.

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Principal Funding Account Investment Proceeds shall have the meaning specified in subsection 4.03(a)(ii).

  • Net Equity Proceeds means, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution.

  • Loss Proceeds means, collectively, all Insurance Proceeds and all Condemnation Proceeds.

  • Loan Proceeds means all amounts advanced as part of the Loan, whether advanced directly to Borrower or otherwise.

  • Net REO Proceeds As to any REO Mortgage Loan, REO Proceeds net of any related expenses of the Servicer.

  • Excess Liquidation Proceeds Reserve Account The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Reserve Account Draw Amount means, for any Payment Date, an amount equal to the lesser of (a) the Available Funds Shortfall Amount, if any, for such Payment Date and (b) the amount of cash or other immediately available funds on deposit in the Reserve Account (excluding any net investment earnings) on such Payment Date; provided, however, that if such Payment Date is the Redemption Date, the “Reserve Account Draw Amount” shall mean an amount equal to the amount of cash or other immediately available funds on deposit in the Reserve Account on the Redemption Date.

  • Liquidation Proceeds Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees and Advances.

  • Principal Proceeds means, with respect to any Collection Period or the related Determination Date, all amounts received by the Borrower during such Collection Period that do not constitute Interest Proceeds, including unapplied proceeds of the Advances and any amounts received by the Borrower as equity contributions (howsoever designated).

  • Liquidity Amount means, as of any date of determination, the sum of (a) the Aggregate Borrowing Availability as of such date and (b) the Unrestricted Cash Amount as of such date.

  • Replacement Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Net Financing Proceeds means the cash proceeds received by the Partnership in connection with any borrowing or refinancing of borrowing by or on behalf of the Partnership or by or on behalf of any Property Partnership (whether or not secured), after deduction of all costs and expenses incurred by the Partnership or the Property Partnership in connection with such borrowing, and after deduction of that portion of such proceeds used to repay any other indebtedness of the Partnership or Property Partnerships, or any interest or premium thereon.

  • Refinancing Proceeds means the proceeds of the refinancing of any indebtedness of the Company, less the amount of expenses incurred by or on behalf of the Company in connection with such refinancing.

  • Class B Liquidity Provider has the meaning set forth in the Intercreditor Agreement.