Gross Proceeds definition
Examples of Gross Proceeds in a sentence
Where a Monetization Event relates to more than one Voucher, including a Qualifying Voucher, or where Gross Proceeds or Permitted Deductions relate to more than one Voucher, including a Qualifying Voucher, the Gross Proceeds, Permitted Deductions and resulting CVR Payment shall be allocated to the Qualifying Voucher in good faith by the Board for purposes of applying the Payment Cap, and such allocation shall be final and binding on the Holders absent manifest error.
The obligation of the Company to pay any CVR Payment in respect of a Monetization Event that occurs prior to the Expiration Date, including any deferred amount under Section 3.3 and any amount payable upon the subsequent receipt of Gross Proceeds in respect of such Monetization Event, shall survive the Expiration Date until paid in full.
Until the Expiration Date and the payment in full of all CVR Payments, the Company shall keep, and shall cause its Affiliates to keep, true, complete and accurate records in sufficient detail to permit the determination of the Gross Proceeds, Permitted Deductions, Net Proceeds and CVR Payments under this Agreement.
Where Gross Proceeds in respect of a Monetization Event are received in installments or at different times (including upon the release of escrowed or held-back amounts or the receipt of deferred or contingent consideration), a separate CVR Payment shall be calculated and paid in respect of each such receipt of Gross Proceeds, and Permitted Deductions shall be applied in the order incurred.
If a Company Use of a Qualifying Voucher occurs, or if a Change of Control is consummated at a time when the Company or any of its Affiliates holds a Qualifying Voucher that has not been the subject of a Voucher Sale, such Company Use or Change of Control shall constitute a Monetization Event, and the Gross Proceeds thereof shall be deemed to equal the Fair Market Value of such Qualifying Voucher.