Net Proceed definition

Net Proceed means the aggregate amount of proceeds actually received by the Company or its shareholders in connection with a Change in Control, less all fees, expenses and other monetary obligations paid or payable to unaffiliated third parties (including, without limitation, investment banking, legal, accounting and escrow fees and expenses and indemnification costs) in connection with a Change in Control and in the case of a Change in Control described in clause (ii) of the definition of Change in Control in Section 1(c)(i) less all taxes paid or payable in connection therewith; provided, however, that notwithstanding anything in this definition to the contrary, for avoidance of doubt, any proceeds or other funds that the Company or its affiliates (including, without limitation, Sun Capital Partners Management, LLC) actually receive or are entitled to receive pursuant to any agreement between Sun Capital Partners Management, LLC (or any of its affiliates) and the Company (or any of its subsidiaries) shall not be included in “Net Proceeds.” 3 The total Cash Bonus Amount will equal the sum of the two columns opposite the applicable Net Proceeds number. For example, if the Net Proceeds equal $60,000,000, the total Cash Bonus Amount will equal $633,333 ($333,333 p|us $300,000). The variable Cash Bonus Amount represented by the right hand column under the heading Cash Bonus Amount will be prorated between steps (e.g., if the Net Proceeds are between $60,000,000 and $70,000,000, Employee’s cash bonus amount shall be equal to the sum of (a) $333,333 plus (b) the product obtained by multiplying (i) $350,000 by (ii) a fraction, the numerator of which is the actual amount of Net Proceeds and the denominator of which is $70,000,000). 4 In the event of a Change in Control due to the sale of one (or both) of the Company’s operating segments as further described in clause (iii) of the definition of Change in Control in Section l(c)(i), the Cash Bonus Amount shall be payable in accordance with the following procedures:
View Source
Net Proceed means the aggregate amount of proceeds actually received by the Company or its shareholders in connection with a Change in Control, less all fees, expenses and other monetary obligations paid or payable to unaffiliated third parties (including, without limitation, investment banking, legal, accounting and escrow fees and expenses and indemnification costs) in connection with a Change in Control and in the case of a Change in Control described in clause (ii) of the definition of Change in Control in Section 1(c)(i) less all taxes paid or payable in connection therewith; provided, however, that notwithstanding anything in this definition to the contrary, for avoidance of doubt, any proceeds or other funds that the Company or its affiliates (including, without limitation, Sun Capital Partners Management, LLC) actually receive or are entitled to receive pursuant to any agreement between Sun Capital Partners Management, LLC (or any of its affiliates) and the Company (or any of its subsidiaries) shall not be included in “Net Proceeds.”
View Source

Examples of Net Proceed in a sentence

  • For the purposes hereof “Net Proceeds of an Excluded Equity Issuances” means the Net Proceed of an Equity Issuance which are used to fund a Permitted Acquisition or Capital Expenditures permitted hereunder.

  • If any Net Cash Proceeds remain after the consummation of any Net Proceed Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by this Indenture.

  • With respect to a Change of Ownership giving rise to the Administrative Charge and Net Proceeds Share, the obligation to pay the Administrative Charge and Net Proceed Share shall be the joint and several obligation of the transferor and transferee.

  • In the event of any dispute in respect of the calculation or the amount of Afghani Contract Net Proceed, Earnout Payment Amount or any Earnout Payment (including for purposes of determining whether any cash is required to be deposited in the Earnout Account pursuant to Section 2.5.6), the procedures set forth in Section 2.4.3 shall apply mutatis mutandis.

  • In the event that the Administrative Charge or Net Proceed Share is not paid when due with respect to the beneficial interest in this Contract, then County shall have the remedies set forth in Section 37 hereof.

  • Payment of Net Proceed Royalty shall commence at the beginning of the fifth Lease Year.

  • Sterling shall pay to Shoshone a production royalty equal to ten percent (10%) of the Net Proceeds from the production of Minerals from the Property and $1,000 per year minimum Net Proceed Royalty.