Hypothetical Value definition

Hypothetical Value means, in respect of a Partner’s Interests (or ECP’s direct or indirect equity interest in Parent), a pro rata portion (based on the ratio which (i) the portion of such Partner’s Interests (or ECP’s direct or indirect equity interest in Parent) being Transferred pursuant to Tag-Along Rights or Drag-Along Rights bears to (ii) such Partner’s entire Interest (or ECP’s entire direct or indirect equity interest in Parent)) of the amount that would have been distributed with respect to such Partner’s entire Interest (or ECP’s entire direct or indirect equity interest in Parent) pursuant to Section 11.02(c)(iii), if all of the Partnership’s assets and liabilities had been sold for their Deemed Fair Value and, immediately following the consummation of such hypothetical sale, the Partnership distributed the proceeds in accordance with Section 11.02(c)(iii).

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Hypothetical Value means, in respect of a Member’s Units, a pro rata portion (based on the ratio which (i) the portion of such Member’s Units being Transferred pursuant to Tag-Along Rights or Drag-Along Rights bears to (ii) all of such Member’s Units) of the amount that would have been distributed with respect to all of such Member’s Units pursuant to Section 12.02(c)(iii), if all of the Company’s assets and liabilities had been sold for their Deemed Fair Value and, immediately following the consummation of such hypothetical sale, the Company distributed the proceeds in accordance with Section 12.02(c)(iii).

Hypothetical Value means, in respect of a Member’s Membership Interests, the amount that would have been distributed with respect to such Member’s Membership Interest being Disposed of pursuant to a Drag Sale, if the Company’s assets and liabilities had been sold for the Drag Consideration and, immediately following the consummation of such hypothetical sale, the Company distributed the proceeds in accordance with Section 6.5.

Examples of Hypothetical Value in a sentence

• Each Drag-Along Co-Seller acknowledges that the consideration it will receive in any Drag-Along Sale will be based upon this Hypothetical Value, and that different Units may receive different consideration, and in some instances, no consideration.

• The aggregate purchase price payable for the Membership Interests purchased by the Tag Transferee will be allocated, paid and distributed among the Members participating in such Tag-Along Transaction in accordance with the Hypothetical Value of each such Member’s Membership Interests.

• The aggregate net transaction proceeds payable for the Units purchased by a Transferee in a Tag-Eligible Sale will be allocated among the Tag-Along Seller and the Tagging Members based upon the Hypothetical Value of such Member’s Units so Transferred.

• Transfer, convey and assign to Subordinated Lender all the Hypothetically Liquidated Assets, subject to the Senior Loan Documents and all liens arising thereunder, in exchange for payment by Subordinated Lender of an amount equal to the Hypothetical Distribution that Borrower would receive if the Hypothetically Liquidated Assets were liquidated at a cash liquidation price equal to the Hypothetical Value and the proceeds distributed pursuant to the Waterfall (the "Borrower Buyout Option").

More Definitions of Hypothetical Value

Hypothetical Value means, in respect of a Limited Partner selling Interests as part of a Drag-Along Sale or a Tag-Along Sale, as applicable, the amount that would have been distributed with respect to such Interests, pursuant to Section 10.4, if the Partnership’s assets and liabilities had been sold for their Deemed Fair Value and, immediately following the consummation of such hypothetical sale, the Partnership had been dissolved and its assets distributed in a liquidating distribution pursuant to Section 10.4, taking into account Section 4.3.

Hypothetical Value means, in respect of a Member’s Membership Interests, a pro rata portion (based on the ratio which (i) the portion of such Member’s Membership Interests being Transferred pursuant to Tag-Along Rights or Drag-Along Rights, as applicable, bears to (ii) such Member’s entire Membership Interest) of the amount that would have been distributed with respect to such Member’s entire Membership Interest pursuant to Section 13.2(c)(iii), if all of the Company’s assets and liabilities had been sold for their Deemed Fair Value and, immediately following the consummation of such hypothetical sale, the Company distributed the proceeds in accordance with Section 13.2(c)(iii).

Hypothetical Value means the fair market value of the Hypothetically Liquidated Assets as specified by Subordinated Lender in its sole discretion.