Exit Value definition

Exit Value means, with respect to each share of Company Stock, the aggregate amount of cash and Marketable Securities received by the Kelso Entities (after giving effect to all payments under the Plan). Exit Value shall (a) be determined in good faith by the Committee on the date of each Liquidity Event and (b) include any cash or Marketable Securities received by the Kelso Entities as a result of any prior Liquidity Event. Subject to the foregoing criteria, any determination made in good faith by the Committee as to Exit Value of each share of Company Stock shall be binding on the Company and all Holders. For all purposes of this definition, the value of any Marketable Securities shall be determined on the date of receipt.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Exit Value shall be a cumulative number, such that the "Exit Value" resulting from any prior Exit Events shall be added to the "Exit Value" obtained in the current "Exit Event" in order to determine the "Exit Value" following any Exit Event.

Exit Value means, with respect to each share of Common Stock, ---------- the value, on the date of an Exit Event, equal to: (i) the sum of (a) the aggre gate value of the consideration received by the holders of the Common Stock (in cluding shares issued as a result of the exercise of Options upon such Exit Event) solely in consideration for the sale or transfer of such shares of Common Stock, plus (b) all dividends paid, if any, to stockholders after the date hereof but prior to or in connection with such sale or transfer, divided by (ii) the total number of shares of Common Stock (including shares issued as a result of the exercise of Options upon such Exit Event) sold (or otherwise transferred) by such holders. The "aggregate value of the consideration" referred to in the preceding sentence shall be determined in good faith by the Board prior to the Exit Event. Subject to the foregoing criteria, any determination made in good faith by the Board as to the Exit Value of each share of Common Stock shall be binding on the Company and all Holders.

Examples of Exit Value in a sentence

• This drag along obligation only applies in case of an Exit at a minimum price in accordance with fair market value, which price is to be determined by an independent third party appointed with the consent of all the Shareholders ("Minimum Exit Value") in case of an Exit, and in case of a sale of all or substantially all assets of the Company at a price higher than the aggregate amount of the Minimum Exit Value and the debt in the Company.

• This drag along or force sale obligation only applies in case of a sale at a minimum price in accordance with fair market value, which price is to be determined by and independent third party appointed with the consent of all the Shareholders (the "Minimum Exit Value") in case of a sale of the Shares, and at a price higher than the aggregate of the Minimum Exit Value and the debt in the in the company in the case of a sale of the assets in the company.

• This drag along obligation only applies in case of a sale at a minimum price in accordance with fair market value, which price is to be determined by and independent third party appointed with the consent of all the Shareholders ("Minimum Exit Value") in case of a sale of the shares, and at a price higher than the aggregate amount of the Minimum Exit Value and the debt in the in the Company in the case of a sale of the assets of the Company.

• This drag along obligation only applies in case of a sale at a minimum price in accordance with fair market value, which price is to be determined by an independent third party appointed with the consent of all the Shareholders ("Minimum Exit Value") in case of a sale of the shares, and at a price higher than the aggregate amount of the Minimum Exit Value and the debt in the in the Company in the case of a sale of the assets of the Company.

• This drag along obligation only applies in case of a sale at a minimum price in accordance with fair market value, which price is to be determined by an independent third party appointed with the consent of all the Shareholders ("Minimum Exit Value") in case of a sale of the shares, and at a price higher than the aggregate amount of the Minimum Exit Value and the debt in the Company in the case of a sale of the assets of the Company.

More Definitions of Exit Value

Exit Value means, for each Exit Event, the product of (i) the price per First Reserve Unit received upon an Exit Event, which shall be determined assuming that all proceeds from the Exit Event are distributed in accordance with Section 13.2 and that all Profits Units are issued and outstanding at the date of the Exit Event (but excluding Profits Units (including, but not limited to, Exit Units issued hereunder) that by their terms are canceled in conjunction with the occurrence of such Exit Event) and (ii) the First Reserve Units. "Exit Value" shall be a cumulative number, such that the "Exit Value" resulting from any prior Exit Events shall be added to the "Exit Value" obtained in the current "Exit Event" in order to determine the "Exit Value" following any Exit Event.

Exit Value means (i) in the case of a Change of Control, the net cash payments or value of other consideration paid to the Company or its stockholders on a fully-diluted, per share basis or (ii) in the case of an IPO, the forty-five (45) consecutive trading-day volume weighted average price of the Company’s Common Stock at any time following the expiration of all applicable “lock-up” periods.

Exit Value obtained in the current "Exit Event" in order to determine the "Exit Value" following any Exit Event.

Exit Value. (i) means: on or after a Listing,

Exit Value the proceeds if an asset or business were to be sold. This estimated amount is considered to be most reliable if the proceeds are derived from an independent third party in an arm's length transaction where the sale is not rushed.

Exit Value means the entire value received (and to be received) by the Capital Investors (including the value of any dividends or other distributions), without duplication, from the Effective Date through the occurrence of a disposition of Membership Interests.

Exit Value means the aggregate amount owing to a Lender upon a Qualified Exit, such amount calculated by: (A) multiplying the applicable Multiple (determined in accordance with the terms of this Agreement) by the Principal Amount; and (B) adding any interest due and payable to the amount in (A).