Transaction Proceeds. Notwithstanding anything to the contrary set forth in Sections 2.3, 2.4 or 2.5 hereof, if at the time of a Transaction in which the Employee is participating, the Company is entitled to purchase the Employee's shares of Common Stock pursuant to this Article 3, and if the purchase price per share for a purchase pursuant to this Article 3 would be less than the proceeds per share to the Employee from such Transaction, then the Employee shall be entitled to receive only the aggregate purchase price payable under this Article 3, with the balance of the proceeds of sale in the Transaction being remitted to the other stockholders of the Company participating in such Transaction pro rata in accordance with their respective participation in such Transaction.
Transaction Proceeds. The aggregate amount to be issued and paid by the Partnership to Operations shall be the Transaction Proceeds. At the Closing, the Partnership shall deliver the Transaction Proceeds as follows:
Transaction Proceeds. The Aggregate Transaction Proceeds shall be equal to or greater than $50,000,000; provided that, upon receiving proceeds from the Capital Raise equal to or in excess of such amount, this condition shall no longer apply.
Transaction Proceeds. The aggregate amount of consideration to be paid by the third party is referred to herein as the “Proceeds”.
Transaction Proceeds. The Aggregate Transaction Proceeds, plus the Sponsor PIK Note Amount, if any, shall be equal to or greater than $1,000,000, and evidence thereof shall have been delivered to the Companies; and
Transaction Proceeds. Notwithstanding anything to the contrary set forth in Section 2.2, 2.3 or 2.4 hereof, if at the time of a Transaction in which the Director is participating, the Company is entitled to purchase the Director's shares of Common Stock pursuant to this Article 4, and if the purchase price per share for a purchase pursuant to this Article 4 would be less than the proceeds per share to the Director from such Transaction, then the Director shall be entitled to receive only the aggregate purchase price payable under this Article 4, with the balance of the proceeds of sale in the Transaction being remitted to the other stockholders of the Company participating in such Transaction pro rata in accordance with their respective participation in such Transaction.
Transaction Proceeds. The Aggregate Transaction Proceeds shall be equal to or greater than $50,000,000.00, and evidence thereof shall have been delivered to the Company to its reasonable satisfaction; and
Transaction Proceeds. “Transaction Proceeds” means the aggregate consideration actually actually paid to the Company’s stockholders in connection with a Change in Control with respect to their equity interest in the Company. Any consideration retained in escrow or as a hold back and any earn out consideration shall not be included in the “Transaction Proceeds” until such consideration retained in escrow or as a hold back any such earn out consideration is actually paid. If all or a portion of the consideration paid in a Change in Control transaction is other than cash, then the value of such non-cash consideration shall be the fair market value thereof on the date the Change in Control transaction is consummated as determined in good faith by the Board. If the Change in Control transaction involves a sale of all or substantially all of the assets of the Company followed by a liquidation and dissolution of the Company, then the Transaction Proceeds shall mean the aggregate amount distributed to the Company’s stockholders in connection with such liquidation and dissolution.
Transaction Proceeds. Notwithstanding anything to the contrary set forth in Section 3.2, 3.3, 3.4, 3.5, 3.6 or 3.7 hereof, if at the time of a Transaction in which the Stockholder is participating, Parent is entitled to purchase the Stockholder's shares of Common Stock pursuant to this Article 4, and if the purchase price per share for a purchase pursuant to this Article 4 would be less than the proceeds per share to the Stockholder from such Transaction, then the Stockholder shall be entitled to receive only the aggregate purchase price payable under this Article 4, with the balance of the proceeds of sale in the Transaction being remitted to the other stockholders of the Company or Parent, as the case may be, participating in such Transaction pro rata in accordance with their respective participation in such Transaction.
Transaction Proceeds. “Transaction Proceeds” shall mean: (i) in the case of a sale, exchange or purchase of the Sublicensor’s equity or voting securities, the total value of the consideration paid for such securities (including amounts paid to holders of options, warrants, convertible securities or similar rights, whether or not vested), plus the principal amount of all indebtedness for borrowed money of the Sublicensor (including capitalized leases) outstanding immediately prior to any consummation of the Transaction; (ii) in the case of a sale or disposition by the Sublicensor of assets (including a Customer Transaction), the total value of the consideration paid for such assets, plus the principal amount of all indebtedness for borrowed money of the Sublicensor assumed by the purchaser and, in any case, any indebtedness for borrowed money and any capital lease and preferred stock obligations of the Sublicensor retired or defeased by the purchaser or issued to the Sublicensor or its shareholders in connection with the Transaction; and (iii) in the case of a sale of the Sublicensor involving a joint venture or strategic partnership, the total value of all cash, securities and assets contributed by the Sublicensor to such joint venture or strategic partnership, plus the principal amount of all of the Sublicensor’s indebtedness for borrowed money assumed by such joint venture or strategic partnership. If the Transaction involves the sale of the Sublicensor’s equity, the Transaction Proceeds shall include the value reflecting, on a fully converted basis, the number of equity interests which would be outstanding upon exercise of all options or similar equity-linked securities. To the extent existing shareholders of the Sublicensor elect to “roll over” a portion of their current equity holdings and thus the Transaction involves the sale of greater than 50%, but less than 100% of the Sublicensor’s equity, the Transaction Proceeds shall be calculated to reflect the implied valuation of 100% of the Sublicensor’s equity. Amounts paid into escrow in connection with any Transaction shall be included as part of the Transaction Proceeds. For purposes of determining the fair market value of any non-cash consideration, such determination shall be made in good faith by the Sublicensor’s Board of Directors on the business day preceding the closing of the Transaction, except that the value of any such securities (whether debt or equity) or other property shall be determined as follows: (A) the ...
