Sponsor Return definition

Sponsor Return means, on any given date, an amount equal to the product of 3.0 (3.5 in respect of Fiscal Years 2016 and 2017) times the aggregate amount paid by the Sponsor Group for all of their Shares. For the avoidance of doubt, (a) any calculation of Sponsor Return will take into account cash dividends or other cash distributions paid on Shares, as well as the value of the Shares if and when they become publicly traded, and (b) Sponsor Return will not be calculated taking into account the receipt by the Sponsor Group or any of their Affiliates of any management, monitoring, transaction or other fees payable to such parties by the Company or any of its Subsidiaries.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Sponsor Return means, on any given date, all cash proceeds actually received by the Sponsors or any of their affiliates after the Closing Date, including the receipt of any cash dividends or other cash distributions thereon, on a per Share, fully diluted basis, in an amount that equals or exceeds the product of 2.5 and the Base Price. For the avoidance of doubt, (a) any calculation of Sponsor Return will for purposes of Section 3.1(c)(ii) and 3.1(d) be calculated solely with respect to Sponsor Shares actually sold or otherwise disposed of in the applicable transaction, and (b) Sponsor Return will not be calculated taking into account the receipt by the Sponsor or any of its affiliates of any management, monitoring, transaction or other fees payable to such parties in connection with their separate letter agreement with the Company, and shall only take into account actual distributions paid on the shares of Common Stock indirectly held by such parties.

Sponsor Return means, on an aggregate basis, the value and amount of cash and liquid or marketable equity or debt securities (excluding securities of the Company or, in the event of a Spin-off, Subsidiary Stock, unless and until such Subsidiary Stock are themselves disposed of or realized upon for cash and/or liquid or marketable equity or debt securities) actually received by the Sponsor Stockholders in respect of all Sponsor Investment, assuming all Sponsor Investment were purchased by one Person and were held continuously by such Person. The Sponsor Return shall be determined based on the actual time of each Sponsor Investment and actual cash and/or liquid or marketable equity or debt securities received (in each case, measured at the time of receipt) by the Sponsor Stockholders in respect of all Sponsor Investment and including, as a return on each Sponsor Investment, any cash dividends, cash distributions, cash sales made by the Company or any Affiliate in respect of such Sponsor Investment during such period, any transaction fees received in connection with the Transaction, and, in the event of an LP Transfer, the LP Transfer Value, but excluding any amounts payable to the Sponsor Stockholders as expense reimbursements and indemnification payments.

Examples of Sponsor Return in a sentence

If immediate exercisability as to 100% of the shares of Common Stock subject to the Option pursuant to the preceding sentence would cause the Sponsor IRR and Sponsor Return not to be achieved, “100%” in the preceding sentence shall be replaced with the maximum percentage so that either the Sponsor IRR or Sponsor Return is achieved.

More Definitions of Sponsor Return

Sponsor Return means, on any given date, all cash proceeds actually received, directly or indirectly, by the Sponsor after the Closing Date, including the receipt of any cash dividends or other cash distributions thereon, on a per Share, fully diluted basis, in an amount that equals or exceeds the product of 2.5 and the Base Price. For the avoidance of doubt, (a) any calculation of Sponsor Return will for purposes of Section 3.1(d) be calculated solely with respect to Sponsor Shares actually sold or otherwise disposed of in the applicable transaction, and (b) Sponsor Return will not be calculated taking into account the receipt by the Sponsor or any of its affiliates of any management, monitoring, transaction or other fees payable to such parties by the Company or any of its Subsidiaries; provided that any management fees received by such parties in excess of those contemplated in the management agreement between the Sponsor and the Company (including any stipulated or specified increases increase mechanisms) shall be included in Sponsor Return.

Sponsor Return means, on any given Transaction, a return at least 2.5 times the KKR Group’s initial investment on December 18, 2013 for each Class A-1 Unit of the Company (as adjusted to a per Share basis in connection with the conversion to Shares) held directly or indirectly by the KKR Group, where such return is calculated based on all cash distributions from the Company received by the KKR Group before such Transaction (and, if such Transaction is a Change in Control where the KKR Group receives consideration other than cash, the Transaction Value of any non-cash and/or contingent consideration, including any retained interests in the Company or its Subsidiaries), on a per Share basis, with respect to the Shares held by the KKR Group, directly or indirectly. For the avoidance of doubt, the foregoing shall not take into account the receipt by any member of the KKR Group any management, monitoring, transaction or other fees payable to such parties under certain management agreements, transaction fee agreements, and/or syndication fee agreements.

Sponsor Return means, as of any time of determination, without duplication, the aggregate of all cash, cash equivalents or, in the case of Marketable Securities, the fair market value of such Marketable Securities less the reasonable expected costs of a disposition of such Marketable Securities, in each case, received by Apax from the Closing through the time of such determination with respect to a Relevant Equity Interest in the Company, including proceeds from the sale of securities of the Company, whether by way of merger, recapitalization, tender offer, sale of shares, or otherwise, and from cash dividends and other cash distributions made by the Company with respect to securities of the Company, but excluding directors fees, expense reimbursements, tax distributions and management, transaction or consulting fees approved by the Board (or provided pursuant to any agreement between the Company or its Subsidiaries originally approved by the Board); provided that Marketable Securities will not be taken into account as Sponsor Returns until Apax has received cash proceeds after the Closing in respect of at least 75% of their aggregate ownership of securities of the Company as of the Closing.