Total Equity Return Multiple definition

Total Equity Return Multiple which shall be determined by the Board acting in good faith, shall mean the quotient of: (i) the cumulative total of all cash distributions made to, or other cash proceeds received by, the Investor Fund (excluding management or transaction fees and expenses, any other advisory fees and expenses, any board fees and expenses or any other expenses) in respect of its ownership of equity or debt securities of the Company or any of its Subsidiaries or any loans provided by the Investor Fund during the life of the Investor Fund’s investment period, divided by (ii) the Investor Fund’s total investment in the Company and its Subsidiaries (whether in exchange for equity, indebtedness or otherwise). As used in this Agreement, the term “Investor Fund” shall mean one or more equity buy-out investment funds (including Vista Equity Partners Fund VI, L.P.) managed or controlled by Vista Equity Partners III, LLC or any successor management company, and any of such fund’s respective portfolio companies, (excluding the Company and its Subsidiaries) and their respective partners, members, directors, employees, stockholders, agents, any successor by operation of law (including by merger) of any such Person, and any entity that acquires all or substantially all of the assets of any such Person in a single transaction or series of related transactions. For purposes of calculating the Total Equity Return Multiple, all distributions made to the Investor Funds will be net of all accrued but unpaid management fees, all expenses associated with the ultimate sale of the Company business and assuming, for purposes of the calculation made pursuant to clause (i) above, the vesting (and exercise, if applicable) (prior to the calculation of the Total Equity Return Multiple) of all outstanding options, warrants and other outstanding rights to acquire capital stock of the Company. 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].
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Total Equity Return Multiple which shall be determined by the board of directors of the Company (the “Board”) acting in good faith, shall mean the quotient of: (I) the cumulative total of all cash distributions made to, or other cash proceeds received by, the Investor Fund (excluding any management and transaction fees and expenses, any board fees and expenses and any consulting fees billed on an hourly basis by the Vista Consulting Group) in respect of its ownership of equity or debt securities of the Company or any of its Subsidiaries or any loans provided by the Investor Fund during the life of the Investor Fund’s investment period, divided by (II) the Investor Fund’s total investment in the Company and its Subsidiaries (whether in exchange for equity, indebtedness or otherwise). As used in this Agreement, the term “Investor Fund” shall mean one or more equity buy-out investment funds, excluding any Vista Credit Fund, managed or controlled by Vista Equity Management, LLC or any successor management company. For purposes of calculating the Total Equity Return Multiple, all distributions made to the Investor Funds will be net of all accrued but unpaid consulting fees billed on an hourly basis by the Vista Consulting Group and all expenses associated with the ultimate sale of the Company business. For the purpose of calculating the Total Equity Return Multiple, the Fair Market Value of any residual investment in the Company by the Investor Fund will be treated as having been received by the Investor Funds in cash on the first to occur of a Change of Control and the date the Investor Funds have disposed of at least seventy five percent (75%) of their total investment in the Company (such date, the “Wind Up Date”), with such Fair Market Value being determined as of the Wind Up Date. For the avoidance of doubt, the calculation of the Total Equity Return Multiple shall be determined on the Wind Up Date by taking into account, prior to the calculation of the Total Equity Return Multiple, the vesting (and exercise, if applicable) of all vested Options (including unvested Return Target Options to the extent that they vest pursuant to this Section 2(c)), vested warrants and other outstanding vested rights to acquire, or that are valued by reference to, the capital stock of the Company (including warrants and rights to the extent that they vest in connection with the occurrence of a Wind Up Date). For the purpose of calculating the Total Equity Return Multiple of any residual investment in the...
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Total Equity Return Multiple means the quotient of: (i) the cumulative total of all cash distributions made to, or other cash proceeds received by, the Sponsors in respect of cash equity investments (but excluding any expense reimbursement, indemnification, consulting compensation and other compensation paid for services rendered, and excluding the value of any securities or other non-cash consideration received) in the Company or any of its subsidiaries, divided by (ii) the sum of (x) the Initial Sponsor Investment and (y) any additional cash equity investment made by the Sponsors in the Company and its subsidiaries after the date hereof. For purposes of calculating the Total Equity Return Multiple, all distributions made to the Sponsors will be net of all accrued but unpaid management fees and transaction-related fees, including any amounts paid or payable pursuant to the Management Agreement.
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Examples of Total Equity Return Multiple in a sentence

  • 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].

  • 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.

  • If the Total Equity Return Multiple upon the consummation of a Sale of the Company is less than three, all Performance Units shall constitute Unvested Units for purposes of this Agreement.

  • The Performance Units will vest upon the occurrence of a Sale of the Company, subject to (i) the Purchaser’s continued employment with the Company or its Subsidiaries through the sale of the Company and (ii) the Total Equity Return Multiple (as defined below) upon the consummation of the Sale of the Company being equal to or greater than three.


More Definitions of Total Equity Return Multiple

Total Equity Return Multiple means the quotient, as determined by the Board acting in good faith, of: (i) the cumulative total of all cash distributions made to, or other cash proceeds received by, the Investor Fund (excluding management or transaction fees and expenses, any other advisory fees and expenses, any board fees and expenses, or any other expenses) in respect of its ownership of equity or debt securities of the Company or any of its Subsidiaries or any loans provided by the Investor Fund during the life of the Investor Fund’s investment period, and (ii) the Investor Fund’s total investment in the Company and its subsidiaries (whether in exchange for equity, indebtedness, or otherwise). For purposes of calculating the Total Equity Return Multiple, all distributions made to the Investor Funds will be net of all accrued but unpaid management fees, all expenses associated with the ultimate sale of the Company business, and assuming, for purposes of the calculation made pursuant to clause (i), the vesting (and exercise, if applicable) and receipt of any applicable proceeds payable with respect to the holder (prior to the calculation of the Total Equity Return Multiple) of all outstanding options, warrants, and other outstanding rights to acquire Units.
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Related to Total Equity Return Multiple

  • Total Equity as of any date, means the total equity attributable to the Company’s shareholders on a consolidated basis determined in accordance with U.S. GAAP, as shown on the consolidated balance sheet of the Company for the most recent fiscal quarter.

  • Quarterly Excess Available Funds Percentage means, with respect to the July 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • ROIC means the Company’s return on Invested Capital calculated as a percentage for the twelve month period ending on the last day of the Performance Period by dividing net operating profit after tax by Invested Capital. For the purposes of calculating ROIC under this Agreement, “net operating profit” shall be adjusted to exclude the impact of all restructuring, foreign exchange, impairments, legal settlements, employee separation costs, product liability charges, pension plan and SERP terminations and retroactive tax law changes to the extent such items were not contemplated and included in the Company’s 2013-2018 Strategic Plan, upon which the ROIC goals were based.

  • SPS AER Value means the Underlying Reference Value.

  • Adjusted Capital means cumulative gross proceeds generated by the Corporation from sales of shares of Common Stock (including proceeds from the Corporation’s distribution reinvestment plan) reduced for amounts paid for share repurchases pursuant to the Corporation’s share repurchase program. The calculation of the Subordinated Incentive Fee on Income for each quarter is as follows: