Realized Cash definition

Realized Cash means the amount of cash dividends, distributions or sale proceeds received by the Investor on a Realization Event.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Realized Cash means all amounts received by the Relevant Investor in respect of the Relevant Investor Shares, whether such amount is in cash, securities or otherwise, including, without limitation, all dividends and other distributions, including assets, all proceeds received from the sale of Relevant Investor Shares and all proceeds received from a Sale of the Company or a Liquidation of the Company (including, for the avoidance of doubt, all holdbacks, escrows, earn outs and other deferred payments upon the receipt of such amounts by the Relevant Investor and any amounts received in accordance with Section 4.5 of the Bye-Laws), provided that the value of any distributed assets shall be the fair market value of such assets at the time of distribution as reasonably determined by the Board. Notwithstanding the foregoing, securities received as a result of share splits, including a share split in the form of a share dividend and all other pro rata distributions of shares shall not be Realized Cash. In the event of a sale by the Relevant Investor of less than 100% of the Capital Shares held by the Relevant Investor, for purposes of determining Realized Cash, the Relevant Investor shall be deemed to sell its Capital Shares on a “first in, first out” basis.

Realized Cash means the difference between (A) the sum of (1) the total cash of IOI at the Effective Time, (2) the total cash proceeds that the Surviving Corporation receives from the sale, collection, or liquidation of IOI's pre-Merger assets (other than cash) prior to the Adjustment Date, net of Asset Sale Expenses (as defined herein), and (3) all liabilities not identified and quantified at the Effective Time and Related Liability Expenses attributable to the pre-Effective Time operations of the Company which liabilities are quantified by no later than six months after the Effective Time pursuant to payments or settlements agreed to by all members of the Board of Directors of the Surviving Corporation as constituted immediately following the Effective Time and (B) the sum of (1) all of IOI's liabilities identified and quantified at the Effective Time (including accruals for any liabilities attributable to periods before the Effective Time, but payable after the Effective Time) paid in cash by the Surviving Corporation prior to the Adjustment Date, and (2) all liabilities not identified and quantified at the Effective Time and Related Liability Expenses attributable to the pre-Effective Time operations of IOI, which liabilities are quantified by no later than six months after the Effective Time pursuant to payments or settlements agreed to by all members of the Board of Directors of the Surviving Corporation as constituted immediately following the Effective Time; provided, however, that Realized Cash (1) will not be reduced by (x) any payments made or required to be made by IOI in respect of any insurance policies required by the last sentence of Section 6.6, or (y) any Reimbursable Transaction Expenses (as hereinafter defined) which are allocated to the Company pursuant to Section 9.4 of this Agreement, and (2) will be increased by (x) Reimbursable Transaction Expenses which have been paid in cash prior to the Effective Time and (y) any unpaid past, present or future obligations of the Company to IOI, in existence at the Effective Time, in respect of leased office space or furniture for which there is an offsetting liability of IOI to a third party lessor of an equal or greater amount which has reduced Realized Cash. "ASSET SALE EXPENSES" shall mean all reasonable expenses incurred by the Surviving Corporation directly in connection with the sale of IOI's pre-Merger assets prior to the Adjustment Date, including reasonable attorneys', brokers' and accountants' fees ...

Examples of Realized Cash in a sentence

In the event of a sale or deemed sale by the Relevant Investors of less than 100% of the Relevant Investor Shares, for purposes of determining Realized Cash, the Relevant Investors will be deemed to sell such shares on a “first in, first out” basis.
All decisions by the Committee with respect to any calculations pursuant to Section 3 and Section 4, including, without limitation, the determination of Realized Cash, Total Investor IRR, Total Invested Capital, Relevant Investor Investment and the date, if any, that Realized Cash exceeds any of the applicable targets, shall be reasonable and made in good faith and, absent manifest error, shall be final and binding on the Participant.
If, on any Cash Award Vesting Date, (A) the Actual Realized Cash Balance is greater than (B) the Cash Funding Threshold, then Merger Partner shall make a cash payment to Remainco equal to the difference between the Actual Realized Cash Balance and the Cash Funding Threshold on or before the date that is sixty (60) days after the delivery of the applicable Annual Cash Award Statement to Remainco (any such payment, a “Merger Partner True-Up Payment”).
For the avoidance of doubt, after achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received), each Vested Share may be exchanged for one Class A Common Share of the Company without payment to the Company, regardless of whether Class A Common Shares (or any securities attributable to such shares) are listed on a public exchange.
If, on any Cash Award Vesting Date, (A) the Actual Realized Cash Balance is greater than (B) the Cash Funding Threshold, then Buyer shall make a cash payment to Remainco equal to the difference between the Actual Realized Cash Balance and the Cash Funding Threshold on or before the date that is sixty (60) days after the delivery of the applicable Annual Cash Award Statement to Remainco (any such payment, a “Buyer True-Up Payment”).
For the avoidance of doubt, after achievement of a Return of Investment (determined based on dividends and other distributions actually paid and Realized Cash actually received) equal to or in excess of $[Insert fair market value of the Class A common shares as of December 31, 2015], each Vested Share may be exchanged for one Class A Common Share of the Company without payment to the Company.
Except as set forth on Schedule Section 5.25 Section 7.2 of the Tempo Schedules, prior to the Original Execution Date, neither such Tempo Blocker nor any of its respective current or former direct or indirect equityholders that is a Qualifying Buyer Equityholder has received any Realized Cash Proceeds.
For purposes of the Aon Purchase Agreement, no Liquidity Event has occurred prior to the Original Execution Date and, except as set forth on Schedule 5.25, no Qualifying Buyer Equityholder has received any Realized Cash Proceeds.
For purposes of the Aon Purchase Agreement, no Liquidity Event has occurred prior to the date hereof and, except as set forth on Schedule 5.25, no Qualifying Buyer Equityholder has received any Realized Cash Proceeds.
Except as set forth on Schedule 5.25 of the Tempo Schedules, prior to the date hereof, neither such Tempo Blocker nor any of its respective current or former direct or indirect equityholders that is a Qualifying Buyer Equityholder has received any Realized Cash Proceeds.