Net Transaction Profits definition
Net Transaction Profits means an amount (not less than zero) equal to the net profits (after deducting any third party expenses for commissions and fees and expenses in respect of financing and derivatives, but, for the avoidance of doubt, without deducting for legal, investment banking or other advisory fees incurred by Pershing Square, which will be paid by Pershing Square) (if any) that would be realized by the Co-Bidder Entity with respect to its Allergan Equity (other than the Company Allocated Shares) if it sold all of its assets for amounts based on the valuation specified in Section 3 together with any income paid with respect to such Allergan Equity after the date of acquisition by the Co-Bidder Entity and prior to the Dissolution Date; provided that Net Transaction Profits shall be adjusted as required to give effect to dividends, spin-offs, stock splits and other similar events between the Dissolution Date and the date of distribution of the Net Transaction Profits.
Examples of Net Transaction Profits in a sentence
In respect of the Company’s Net Transaction Profits, PS 1 has allocated to Valeant USA 1,645,129 shares of Allergan Common Stock (the “Company Profit Shares”) (based on the Company’s entitlement to Net Transaction Profits equal to $344,160,930 at a price per share of Allergan Common Stock of $209.20), with respect to which, as of the date hereof, all economic benefits and burdens have been allocated exclusively to Valeant USA.
The indemnification provided by the Company pursuant to this Section 18(b) shall not relate to any matter other than Section 19 and shall not affect the calculation of Net Transaction Profits.