Allocable Net Proceeds definition
Allocable Net Proceeds as of any date means, unless otherwise specified in the corresponding Certificate of Designation, with respect to any Disposition Event, an amount, if any, equal to the fair value, as determined in good faith by the Board of Directors, of what remains of the gross proceeds of such Disposition Event to the Corporation after any payment of, or reasonable provision for, (A) any taxes payable by the Corporation or any of its subsidiaries in respect of such Disposition Event or in respect of any resulting dividend or redemption pursuant to clause (i), (ii) or (iv) of Section 3(e) of this Article IV (or that would have been payable but for the utilization of tax benefits attributable to any other segment or business unit of the Corporation other than the applicable Tracking Series Brand), (B) any transaction costs, including, without limitation, any legal, investment banking and accounting fees and expenses and (C) any liabilities and other obligations (contingent or otherwise) of, or attributed to, the corresponding Tracking Series Brand, including, without limitation, any liabilities for deferred taxes, any indemnity or guarantee obligations incurred in connection with the Disposition Event or any liabilities for future purchase price adjustments.
Allocable Net Proceeds means, with respect to (i) any Equity Issuance of the Parent, 58% of the Net Proceeds of such Equity Issuance and (ii) any Damages Event, the Net Proceeds of that portion of any liquidated damage payment pursuant to the Non-Competition Agreement or the Publishing Agreement, or any payments in settlement of claims relating thereto, that is calculated with reference to, or otherwise allocable to, the purchase price paid for the West Acquisition. For purposes of determining Allocable Net Proceeds, any costs and expenses deducted from gross proceeds shall be allocated ratably to that portion of Net Proceeds representing Allocable Net Proceeds and that portion not representing Allocable Net Proceeds.
Allocable Net Proceeds means, with respect to any Ultimate Parent Equity Issuance, 53% of the Net Proceeds of such Ultimate Parent Equity Issuance; provided, that to the extent the Indebtedness outstanding under (a) the RHDI Credit Agreement has been repaid in full, Allocable Net Proceeds shall mean 65% of the Net Proceeds of such Ultimate Parent Equity Issuance, (b) the Dex East Credit Agreement has been repaid in full, Allocable Net Proceeds shall mean 61% of the Net Proceeds of such Ultimate Parent Equity Issuance, (c) the Dex West Credit Agreement has been repaid in full, the Allocable Net Proceeds shall mean 62% of the Net Proceeds of such Ultimate Parent Equity Issuance, (d) the RHDI Credit Agreement and the Dex West Credit Agreement have been repaid in full, Allocable Net Proceeds shall mean 80% of the Net Proceeds of such Ultimate Parent Equity Issuance, (e) the RHDI Credit Agreement and the Dex East Credit Agreement have been repaid in full, Allocable Net Proceeds shall mean 78% of the Net Proceeds of such Ultimate Parent Equity Issuance, (f) the Dex West Credit Agreement and the Dex East Credit Agreement have been repaid in full, Allocable Net Proceeds shall mean 74% of the Net Proceeds of such Ultimate Parent Equity Issuance and (g) if the Dex Credit Agreements have been repaid in full, Allocable Net Proceeds shall mean 100% of the Net Proceeds of such Ultimate Parent Equity Issuance.
More Definitions of Allocable Net Proceeds
Allocable Net Proceeds means, with respect to (i) any Equity Issuance of the Parent after the consummation of the Phase II Acquisition, 42% of the Net Proceeds of such Equity Issuance and (ii) any Damages Event occurring after the consummation of the Phase II Acquisition, the Net Proceeds of that portion of any liquidated damage payment pursuant to the Non-Competition Agreement or the Publishing Agreement, or any payments in settlement of claims relating thereto, that is calculated with reference to, or otherwise allocable to, the purchase price paid for the Acquisition. For purposes of determining Allocable Net Proceeds, any costs and expenses deducted from gross proceeds shall be allocated ratably to that portion of Net Proceeds representing Allocable Net Proceeds and that portion not representing Allocable Net Proceeds.
Allocable Net Proceeds means, with respect to any Equity Issuance by the Ultimate Parent or any Ultimate Parent Asset Disposition, 27% of the Net Proceeds of such Equity Issuance or Ultimate Parent Asset Disposition; provided, that to the extent the Indebtedness outstanding under (a) the RHDI Credit Agreement has been repaid in full, Allocable Net Proceeds shall mean 43% of the Net Proceeds of such Equity Issuance or Ultimate Parent Asset Disposition, (b) the Dex West Credit Agreement has been repaid in full, the Allocable Net Proceeds shall mean 42% of the Net Proceeds of such Equity Issuance or Ultimate Parent Asset Disposition or (c) the RHDI Credit Agreement and the Dex West Credit Agreement have been repaid in full, Allocable Net Proceeds shall mean 100% of the Net Proceeds of such Equity Issuance or Ultimate Parent Asset Disposition.