Aggregate Gross Proceeds definition

Aggregate Gross Proceeds means, in the case of a Covered Transaction other than the sale of all or substantially all of Ambit’s assets, the sum of (i) the aggregate amount actually paid or distributed, directly or indirectly, to Ambit stockholders as consideration for those securities in consummation of such Covered Transaction plus (ii) the aggregate amount paid in such Covered Transaction to the holders of stock options, warrants or other stock rights relating to Ambit’s Preferred or Common Stock as consideration for those securities in consummation of such Covered Transaction. The amount of the Aggregate Gross Proceeds determined as aforesaid shall be determined in good faith by the Board. In the case of a Covered Transaction that is the sale of all or substantially all of Ambit’s assets, “Aggregate Gross Proceeds” shall mean the amount determined by the Board in good faith that would be distributed to the holders of (i) Ambit’s Preferred and Common Stock and (ii) stock options, warrants or other stock rights relating to Ambit’s Preferred or Common Stock if all of the assets of Ambit were sold for their fair market value and all of the liabilities paid (and adequate provision made for liabilities of Ambit) and any net proceeds distributed to such holders.

Aggregate Gross Proceeds means the amount determined by the Board in good faith that would be distributed to the holders of (i) Ambit’s Preferred and Common Stock and (ii) stock options, warrants or other stock rights relating to Ambit’s Preferred or Common Stock if all of the assets of Ambit were sold for their fair market value and all of the liabilities paid (and adequate provision made for liabilities of Ambit) and any net proceeds distributed to such holders.

Aggregate Gross Proceeds has the meaning assigned to such term in Section 9.04(b) of the Servicing Agreement.

Examples of Aggregate Gross Proceeds in a sentence

Any Success Fee to which you become entitled hereunder shall be paid in the same forms (i.e., in cash, stock and/or other property) and in the same proportions as the Aggregate Gross Proceeds are paid by the acquirer in such Covered Transaction to Ambit’s stockholders or Ambit, as applicable.
Except as provided in subsections (iii) and (iv) below, any Success Fee to which you become entitled hereunder shall be paid within ten (10) business days after the Aggregate Gross Proceeds are paid to Ambit’s stockholders and holders of options, warrants or other rights to Preferred or Common Stock Preferred or, in the case of an asset sale, are paid to Ambit, but in no event later than thirty (30) days following the Closing (defined below) of the Covered Transaction.
If a reduction in payments or benefits constituting a “parachute payment” is necessary so that the Payment equals the Reduced Amount, such reduction shall occur in the following order: first the cancellation of the accelerated vesting of any stock awards as to which no portion of the Aggregate Gross Proceeds would be payable, then the reduction of your Success Fee and finally the cancellation of any other stock awards you hold at the time.
If and to the extent the Aggregate Gross Proceeds include any Contingent Consideration (defined below), the Success Fee payable with respect thereto (i.e., a pro-rata portion of the Success Fee) will be Unvested Consideration (defined below).
Notwithstanding the foregoing, however, the amount of any Success Fee payable to you shall be reduced dollar-for-dollar by any Aggregate Gross Proceeds actually paid to you pursuant to such Covered Transaction by reason of your equity position in Ambit, whether by common stock ownership, the exercise or cash-out of stock options or otherwise.

More Definitions of Aggregate Gross Proceeds

Aggregate Gross Proceeds for any Fee Period means the sum of the Gross Proceeds for each Disposition of an Aircraft Asset that is an Aircraft Asset during such Fee Period. “Disposition” means, with respect to any Aircraft Asset, the sale (including pursuant to the exercise of a purchase option), total loss or other event or circumstances under which such Aircraft Asset ceases to be an Aircraft Asset. “Gross Proceeds” shall be an amount equal to the gross proceeds (including the fair market value of any non-cash consideration, but excluding any cash added to the purchase price of the applicable Aircraft Asset in respect of any Utilization Rent or Deposit) received by any Person within the Company Group in respect of any Disposition of an Aircraft Asset.

Aggregate Gross Proceeds means (a) the aggregate gross proceeds of all Offerings by the Corporation, minus (b) the aggregate amount of cash used by the Corporation to acquire its own securities;

Aggregate Gross Proceeds for any Fee Period means the sum of the Gross Proceeds for each Disposition of an Aircraft Asset that is an Aircraft Asset during such Fee Period. "Disposition" means, with respect to any Aircraft Asset, the sale (including pursuant to the exercise of a purchase option), total loss or other event or circumstances under which such Aircraft Asset ceases to be an Aircraft Asset or, in the case of any Aircraft Asset which is a UniCapital Serviced Aircraft, ceases to be a UniCapital Serviced Aircraft. "Gross Proceeds" shall be an amount equal to the gross proceeds (including the fair market value of any non-cash consideration) received by any Person within the AFT Group in respect of any Disposition of an Aircraft Asset; provided however, that the gross proceeds in respect of a Disposition of a UniCapital Serviced Aircraft shall be included as Gross Proceeds on the terms and to the extent provided for in Section 9.01(b).

Aggregate Gross Proceeds. Asset Disposition," "First Amendment Effective Date" and "Pending Asset Disposition" each in appropriate alphabetical order:

Aggregate Gross Proceeds for any Fee Period means the sum of the Gross Proceeds for each Disposition of an MSA Aircraft Asset that is an MSA Aircraft Asset during such Fee Period. “Disposition” means, with respect to any MSA Aircraft Asset, the sale (including pursuant to the exercise of a purchase option), total loss or other event or circumstances under which such MSA Aircraft Asset ceases to be an MSA Aircraft Asset. “Gross Proceeds” shall be an amount equal to the gross proceeds (including the fair market value of any non-cash consideration, but excluding any cash added to the purchase price of the applicable Aircraft Asset in respect of any Utilization Rent or Deposit) received by any Person within the Genesis Group in respect of any Disposition of an Aircraft Asset.

Aggregate Gross Proceeds includes but is not limited to: gross proceeds from the sale of the Company’s securities, debt or equity; proceeds received from the exercise of warrants initially issued in a transaction whereby Holder acted as placement agent or advisor; partnership or joint venture proceeds; proceeds from the sale of any of the Company’s assets; or licensing fees, provided that Holder acts as underwriter, placement agent, sales agent or advisor in connection with such transaction or transactions. Notwithstanding the forgoing, Aggregate Gross Proceeds does not include any proceeds received by the Company pursuant to the March 22, 2013, loan and security agreement

Aggregate Gross Proceeds means, for each Computation Period, an amount equal to the sum of (a) 80% of Existing Well Gross Proceeds for such Computation Period, plus (b) 10% of New Well Gross Proceeds for such Computation Period.

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