Net Stock Proceeds definition
Net Stock Proceeds means the sum of (x) the fair market value as of the date of determination of the aggregate consideration (whether cash, notes, stock or other securities) actually received by the stockholders of securities in Covered Classes on account of such securities upon a Deemed Liquidation Event resulting from a Stock Sale or Merger minus all transaction fees and expenses (including but not limited to accounting, legal and investment banking fees) and all cost and expenses incurred by the stockholders of the Corporation, upon such Stock Sale or Merger plus (y) without any duplication of amounts included pursuant to clause (x), the fair market value as of the date of determination of all the capital stock of Covered Classes not transferred, if any, by the stockholders of the Corporation in connection with such Deemed Liquidation Event. For the purpose of calculating the fair market value of (i) any publicly traded equity securities issued in consideration of the capital stock in Covered Classes transferred by the stockholders of the Corporation in connection with such Deemed Liquidation Event, the fair market value of such securities shall equal the average closing trading price of such securities over the thirty-day period prior to the date of such Deemed Liquidation Event and (ii) any other securities issued in consideration of the capital stock transferred by the stockholders of the Corporation in connection with such Deemed Liquidation Event, the fair market value of such securities shall be determined in good faith by the Board.
Net Stock Proceeds means the sum of (x) the fair market value as of the date of determination of the aggregate consideration (whether cash, notes stock or other securities) actually received by the stockholders of the Corporation (solely in respect of their shares of capital stock of the Corporation) upon a Liquidation Event resulting from a Stock Sale or Merger (before deduction of any Bonus Pool created in connection therewith pursuant to the Special Incentive Plan) (i.e., Net Stock Proceeds are intended to include both amounts which are payable to stockholders in connection with such Stock Sale or Merger and the amount of any Bonus Pool created in connection therewith) minus all transaction fees and expenses (including but not limited to accounting, legal and investment banking fees) and all cost and expenses incurred by the stockholders of the Corporation, upon such Stock Sale or Merger plus (y) the fair market value as of the date of determination of all the capital stock of the Corporation (based on the value attributed to such capital stock in connection with such Liquidation Event) not transferred, if any, by the stockholders of the Corporation in connection with such Liquidation Event. For the purpose of calculating the fair market value of any publicly traded equity securities issued in
Net Stock Proceeds has the meaning set forth in Article Four, Part C, Section 6 of the Certificate of Incorporation.
Examples of Net Stock Proceeds in a sentence
As security for the payment of the Net Stock Proceeds and the Escrow Distributions, Promptus shall pledge to GTI its interest in 72.1267% of (i) the shares of VideoServer Common Stock held by it (excluding shares of VideoServer Common Stock subject to the NAC Escrow Agreement) pursuant to the terms of a stock pledge agreement in the form of Exhibit B attached hereto and (ii) Promptus' interest in the Escrow Distributions pursuant to the terms of a pledge agreement in the form of Exhibit C attached hereto.
More Definitions of Net Stock Proceeds
Net Stock Proceeds means the net proceeds from the sale of VideoServer Common Stock (excluding any portion thereof which is subject to the NAC Escrow Agreement) delivered as the Stock Portion of the NAC Purchase Price, after deduction of all fees and expenses incurred or borne by Promptus in connection with such sale (including legal and accounting fees and expenses in connection with the registration of such stock under federal and state securities laws and any selling expenses or commissions) and, in the event that less than all of the VideoServer Common Stock is sold pursuant to an order to sell less than all of such stock, assuming that all of the VideoServer Common Stock had been sold at the average price per share realized on the sale of at least 72% of the VideoServer Common Stock.