Transaction Proceeds definition

Transaction Proceeds means [***] amounts, including [***] and/or [***] or on [***] of [***] or [***] in connection with a Change of Control Transaction (“Gross Proceeds”), less (1) an amount equal to the costs and expenses incurred by Buyer or its equity holders for legal, financial and accounting advisory services directly related to such Change of Control Transaction in an amount not exceeding [***] of [***], and (2) payments for research and development support, patent expense reimbursement, supply purchases and other arms’ length matters. Any [***] that are [***] or [***] shall [***] until such [***] by [***] or [***], as the case may be. For purposes of illustrating clause (1) of the immediately preceding sentence, if the proceeds of a Change of Control Transaction were [***], and the aggregate financial advisory, legal and accounting fees directly related to such Change of Control Transaction were $[***], then $[***] would be deducted from the Gross Proceeds, and Novartis would be entitled to receive a Change in Control Transaction Payment calculated as US$[***] = US$[***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

Transaction Proceeds means, with respect to any Company Equityholder as of any time of determination, the portion of the Aggregate Merger Consideration that has been paid or has become payable to such Company Equityholder.

Transaction Proceeds means the cumulative total of all consideration (whether cash or securities) actually received by Carlyle Partners IV, L.P. and XX XX Coinvestment, L.P. (whether received before, on or after the closing date of the Change of Control) in respect of their total cash investment in the Company, excluding, for the avoidance of doubt, management or similar fees paid to affiliates of Carlyle Partners IV, L.P. and XX XX Coinvestment, L.P. Any securities included in Transaction Proceeds shall be deemed to have the value attributed to such securities in the Change of Control (as determined by the Board in good faith).

Examples of Transaction Proceeds in a sentence

• If the City makes any contributions to either GRS or PFRS out of its portion of the Net DWSD Transaction Proceeds, such contributions and earnings thereon shall not be taken into account for determining whether any pension restoration may be made.

• In the event that actual Net DWSD Transaction Proceeds from the DWSD CVR do not equal 50% of the contemplated Net DWSD Transaction Proceeds as of the date of the Value Determination, the Investment Committees of the Retirement Systems will reduce or eliminate the Special Restoration benefits, as applicable, by the amount that 50% of the Discounted Value exceeds the actual Net DWSD Transaction Proceeds from the DWSD CVR received or projected to be received using a 6.75% discount rate.

• The Transaction Proceeds shall be used by Company to fund the Project Costs.

• In applying this definition, the City and the Restoration Trust (or the Retiree Committee if prior to the Effective Date) will work to develop a schedule of Net DWSD Transaction Proceeds at the time of the Qualifying DWSD Transaction that will inform any Value Determination (if requested) and allow the parties to subsequently track actual results and adjust applicable pension restoration levels accordingly.

• In the event that actual Net DWSD Transaction Proceeds from the DWSD CVR do not equal 50% of the contemplated Net DWSD Transaction Proceeds as of the date of the ValueDetermination, the Investment Committees of the Retirement Systems will reduce or eliminate the Special Restoration benefits, as applicable, by the amount that 50% of the Discounted Value exceeds the actual Net DWSD Transaction Proceeds from the DWSD CVR received or projected to be received using a 6.75% discount rate.

More Definitions of Transaction Proceeds

Transaction Proceeds means, notwithstanding anything to the contrary set forth in any Participation Notification Letter, the gross purchase price paid in connection with a Transaction (which, for the avoidance of doubt, shall not be reduced for any payment on account of any outstanding indebtedness or equity interests of or in the Company or to Participants of any Transaction Bonuses under this Plan). Any Transaction Proceeds which are deposited into an escrow account or subject to being held-back by the purchaser for distribution to the seller(s) in any Transaction upon the occurrence or satisfaction of any event (including, without limitation, any escrows, holdbacks, earnouts, royalties, milestone and other contingent payments) shall not be included in calculating “Transaction Proceeds” until such time as such amounts are released to such seller(s), in which case the amount of the Transaction Bonus Pool with respect to the Transaction shall be recalculated taking into account such additional amounts, and any additional payments shall be paid on the same schedule and under the same terms and conditions as generally apply to payments to the seller(s); provided that any such additional payment that would be considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be paid no later than 5 years after the Transaction.

Transaction Proceeds shall have the meaning set forth in Section 6(a).

Transaction Proceeds means the aggregate proceeds paid or to be paid or distributed to Parent in respect of its Shares prior to or in connection with a Liquidity Event which, in the case of a Parent Liquidity Event, shall be the amount deemed to be paid to Parent pursuant to the penultimate sentence in Section 8.1. The amount of the Transaction Proceeds, including the value of any non-cash consideration, paid or distributed prior to or in connection with the Liquidity Event, shall be determined by the Committee.

Transaction Proceeds means, for each Payment, the amount of such Payment less any Transaction Fees or other amounts actually deducted by CML pursuant to the Agreement or Applicable Law.

Transaction Proceeds means the issuance by the Partnership of the Common Unit Quantity and the payment by the Partnership of the Cash Amount

Transaction Proceeds means the aggregate of all moneys and other assets received or recovered (whether by way of payment, repayment, prepayment, distribution, redemption, purchase or defeasance, in cash or in kind or the exercise of any set-off or otherwise) from time to time by the Debenture Trustee, under or in connection with the Debentures.

Transaction Proceeds means, in the case of a merger, consolidation, liquidation or sale of at least 85% of the voting securities or equity or substantially all the assets of or any other business combination involving PPC, the aggregate Fair Market Value of the consideration received pursuant thereto by the holder of one share of Common Stock, and in the case of a recapitalization, dividend or distribution, the aggregate Fair Market Value of the amounts paid or distributed in respect of one share of Common Stock plus the aggregate Fair Market Value of one share of the Common Stock following such transaction.