Common use of Effective Proceeds Clause in Contracts

Effective Proceeds. “Effective Proceeds” shall mean, as of the Measurement Date, the sum (without duplication) of (a) the aggregate value of any cash received after the Effective Date by the Principal Stockholders in connection with the prior disposition of any portion of the Investment or in connection with the disposition of any property previously exchanged for or in consideration of any portion of the Investment, after taking into account all transaction costs as determined by the Administrator, (b) the aggregate value of any cash received after the Effective Date by the Principal Stockholders from time to time from the Company in the form of dividends or other stockholder distributions in respect of the Investment, (c) the aggregate value of any cash received after the Effective Date by the Principal Stockholders 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 by the Principal Stockholders 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, and (d) the aggregate fair market value of any portion of the Investment retained by the Principal Stockholders as of the Measurement Date, which to the extent applicable, shall be based upon the Fair Market Value of the Shares as of the Measurement Date. For the avoidance of doubt, Effective Proceeds shall not include (A) any management, transaction or similar fees paid to the Principal Stockholders or Affiliates of the Principal Stockholders, (B) any consideration received pursuant to the Merger Agreement and (C) any consideration received in a Post-Closing Syndication Transfer which is excluded from the definition of “Investment”.