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.

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,...

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.
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.
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.
The Lump-Sum Method shall represent a one-time distribution of Preferred Class Members equal to fifty percent (50%) of the Liquidity Proceeds.
For Preferred Members who have selected the Lump-Sum Method, fifty (50%) 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.
On any date on or after the Sixth Amendment Effective Date of receipt by Borrower or any of its Subsidiaries of the proceeds of Refinancing Indebtedness (other than Refinancing Indebtedness constituting Liquidity Proceeds or Additional Liquidity Proceeds except to the extent provided in Subsection 2.4A(iii)(d)), Borrower shall repay the Swing Line Loans and the Revolving Loans in an amount equal to the amount of such proceeds.
Subject to Section 2.3, if in connection with a Liquidity Event, the Administrator determines that (i) Liquidity Proceeds equal or exceed two (2) times the Investment and (ii) the IRR equals or exceeds 20% (together the “Liquidity Event Hurdles”), all then unvested Performance Options shall vest and become exercisable as of immediately prior to 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.

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.

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.

Liquidity Proceeds has the meaning set forth in subsection 6.15 hereof.

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.

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: