Return Multiple definition
Return Multiple has the meaning ascribed to such term in Section 4.01(c) of the LLC Agreement.
Return Multiple for each Rule 144 Quarter shall be equal to the quotient obtained by dividing:
(i) the Fair Market Value of all of the New Capital Investor's Rule 144 Eligible Shares for such Rule 144 Quarter, by
(ii) the Total Cost and Contributions for the New Capital Investor's Rule 144 Eligible Shares for such Rule 144 Quarter (as well as any shares of Nonqualified Common to be forfeited pursuant to this Agreement by virtue of all Election Notices filed with respect to such Rule 144 Quarter).
Return Multiple for each Sale shall be equal to the quotient obtained by dividing:
(i) the Fair Market Value of all consideration that the New Capital Investor will receive in such Sale in exchange for the shares of Qualified Common to be transferred or sold by the New Capital Investor in such Sale, by
(ii) the Total Cost and Contributions for the shares of Qualified Common to be transferred or sold by the New Capital Investor in such Sale (as well as any shares of Nonqualified Common that will be forfeited pursuant to this Agreement in connection with such Sale).
Examples of Return Multiple in a sentence
The Return Target Options will have vested and become exercisable if (A) Optionholder is, and has been, continuously employed by the Company or its Subsidiaries from the date of this Agreement through the date of a Termination Event and (B) if upon the consummation of such Termination Event, the Total Equity Return Multiple as of the date of such Termination Event is equal to or greater than three.
For the avoidance of doubt, the Return Target Options shall expire, and shall not vest or become exercisable, if the Total Equity Return Multiple as of the date of a Termination Event is not equal to or greater than [three].
Contingent Options will vest and become exercisable based on the applicable Total Equity Return Multiple actually achieved on or before the Wind Up Date.
All computations of a MIC Return shall be made on a pro forma basis so that if an applicable MIC Return Multiple is achieved, but, after taking into account the dilutive effect of the corresponding incentive equity vesting of all outstanding awards under the New Remedy Plans, such MIC Return Multiple is no longer achieved, then such performance-based vesting shall not take effect to the extent such MIC Return would not occur.
Notwithstanding anything to the contrary in this Agreement, once the Investing Member has received pursuant to Section 8.2, with respect to a given month, a cumulative amount equal to the product of its Capital Contribution times the applicable Return Multiple for such month, the Investing Member shall cease to be a Member of the Company and shall not have any future rights with respect to the Company (including, without limitation, rights to distributions under either Sections 8.1 or 8.2 or otherwise).
More Definitions of Return Multiple
Return Multiple for each Liquidation shall be equal to the quotient obtained by dividing:
(i) the Fair Market Value of all consideration to be distributed in such Liquidation to the New Capital Investor with respect to the shares of Qualified Common held by the New Capital Investor as of the date of such Liquidation, by
(ii) the Total Cost and Contributions for the shares of Qualified Common held by the New Capital Investor as of the date of such Liquidation (as well as any shares of Nonqualified Common that will be forfeited pursuant to this Agreement in connection with such Liquidation).
Return Multiple for the first thirteen (13) months following the date of this Agreement, means the Initial Return Multiple. Thereafter, the Return Multiple for a relevant month shall be calculated by adding 0.03 to the Return Multiple applicable for the immediately preceding month. For the avoidance of doubt, the Return Multiple for the first thirteen (13) months following the date of this Agreement shall be 1.25 (i.e., the Initial Return Multiple). For the fourteenth (14th) month following the date of this Agreement, the Return Multiple shall be 1.28 (i.e., the Return Multiple for the thirteenth month (1.25) plus 0.03). Applying these principles, the Return Multiple for the fifteenth (15th) month shall be 1.31, the Return Multiple for the sixteenth (16th) month shall be 1.34, and so on.
Return Multiple means as of any given date, the multiple achieved by dividing (i) the aggregate gross proceeds realized by the Institutional Holders and their Permitted Transferees in respect of their investment in capital stock of the Company and its Affiliates made on the Original Grant Date (including, without limitation, gross proceeds from any Transfer(s) to a third party in registered or private offerings or sales under Rule 144 of the Securities Act, but excluding gross proceeds received in connection with any Transfer to a Permitted Transferee), over (ii) $92,783,505.15 (i.e., the aggregate cash amount invested by the Institutional Holders to acquire shares of capital stock of the Company and its Affiliates as of the Original Grant Date), all as determined by the Board in good faith immediately prior to (but as of) the relevant date and subject to the following principles:
i. the Board will determine the value of any illiquid consideration received in connection with any Transfer(s) by taking into account (among other things) any restrictions on the transfer of that property and other impairments on its value;
ii. the Board will determine the value of any contingent consideration potentially payable in connection with any Transfer(s) based on its best estimate of the likelihood that such contingent consideration will actually be received;
iii. dividends or other non-stock distributions paid prior to the date as of which the Return Multiple is being determined will be included in the calculation;
iv. securities of the Company and its Affiliates will not be counted as gross proceeds;
v. if the relevant transaction giving rise to a calculation of the Return Multiple is a sale of substantially all the assets of the Company, a liquidation of the Company will be deemed to occur immediately following that asset sale; and
vi. the Return Multiple will be calculated net of any commissions, discounts, underwriters’ compensation, attorneys’, accountants’ and bankers’ fees and any similar expenses or transaction costs that are incurred (A) by or on behalf of the Institutional Holders in connection with the acquisition of capital stock of the Company or its Affiliates through the Original Grant Date, or (B) by or on behalf of the Institutional Holders or any Permitted Transferees in connection with any Transfer(s) of any such capital stock (other than a Transfer between an Institutional Holder and a Permitted Transferee).
Return Multiple means, as of the date of measurement, the quotient obtained by dividing (x) the aggregate amount of distributions, dividends and sale proceeds received, following the Measurement Date, by the Original Equityholders in respect of the equity securities of the Company held by them (whether in connection with a Sale of the Company or otherwise, and whether in cash or in publicly traded securities issued as consideration in a Sale of the Company or otherwise), by (y) the aggregate amount of capital contributions made by the Original Equityholders to the Company (including those capital contributions made on or prior to the Measurement Date). For purposes of calculating the amount described in clause (x) of the preceding sentence, (1) any amounts held in indemnification escrow or holdback arrangements in a Sale of the Company shall be taken into account as if paid at the closing thereof, but not any other contingent amounts that may be payable subsequent to such closing, and (2) commencing on the date that is thirty (30) trading days after a Public Offering, the Original Equityholders shall be deemed to have received the average of the closing prices of a share over any period of ninety (90) consecutive trading days with respect to all of the shares of Common Stock (or any successor Company securities) then held by the Original Equityholders (plus any dividends, distributions and sale proceeds in accordance with the previous sentence). For the avoidance of doubt, (a) the Return Multiple shall be calculated after giving effect to any vesting of stock options or bonuses such that the amount received by the Original Equityholders for the purpose of calculating the Return Multiple is net of the effects of such arrangements, and (b) only cash or marketable securities shall be taken into account in determining the amounts described in clause (x) of the first sentence of this paragraph (iv); provided, however, that if dividends, distributions or sale proceeds are not in the form of cash or marketable securities, the Committee shall take such returns into account when making its determination of whether the Performance-Vesting Tranche of the Option has become vested as it deems appropriate to achieve an equitable result. 2 For new hires, this will be the date of employment. Participant: [ ] Grant Date: [ ], 2014 Per Share Exercise Price: $[ ] Number of Option Shares: [ ] THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date speci...
Return Multiple as defined in Section 2.11(h).
Return Multiple is defined in Section 3(e). ---------------
Return Multiple is defined in Section 3(e).