ANSP. Means the aggregate cash and non-cash consideration received by BV or the shareholders or subsidiaries of the BV, as the case may be, as seller(s) in the Covered Transaction, excluding for these purposes any obligations of the BV or its subsidiaries that are assumed by, on behalf of, or for the purchaser, and subject to the following: (i) ANSP shall include the following, if and when paid to BV or its shareholders or subsidiaries, as the case may be, as sellers in the Covered
... Transaction: (A) any and all deferred installments of the sale price, (B) any portion of the sale price held in escrow subsequent to the Closing Date if and to the extent actually released from escrow, and (C) any consideration paid by the Purchaser after the Closing Date upon the occurrence of any specified contingencies or the satisfaction of any specified performance objectives; (ii) ANSP shall be determined without giving effect to the payments under this Plan; (iii) ANSP shall be net of, or otherwise reduced by, the following: (A) any severance and retention payments associated with the Covered Transaction; (B) any indebtedness or other liability of BV or one of its subsidiaries related to or arising in connection with the transferred assets or operations that is retained or discharged by the Company or its affiliates, including, without limitation, contributions made to project or related entities in connection with the sale transaction; (C) any U.S., foreign and local income, transfer and other taxes, assessments and governmental levies realized, incurred, attributed to or related in any manner to the sale of the BV and its subsidiaries, including taxes imposed on the distribution of proceeds to or by the BV and its subsidiaries and tax impacts related to the liquidation or restructuring of the interest of MEW US in the Mission Hydro in connection with the sale; and (D) transaction costs incurred and paid or payable by the Company or any of its Subsidiaries, parents or other affiliates including, without limitation (1) commitment, broker, advisory, investment banking, appraisal, fairness opinion, financing and underwriting fees, commissions and discounts, (2) recording, insurance, filing, legal, travel, printing costs and other similar fees, costs and expenses, (3) claims arising or paid in connection with the sale, including costs of defense, (4) costs of consents, waivers or settlements to facilitate sale, and (5) any other direct expenses associated with the sale; and (iv) ANSP shall include the proceeds of a sale of interests in or assets of BV only if such sale is specifically approved in advance of the Closing Date of the Covered Transaction by the Board. If substantially all (but not the entirety) of BV is sold, any sale of a remaining component that occurs more than six (6) months after the Closing Date of the Covered Transaction will not, unless otherwise provided by the Board at the time of the sale, be included in ANSP. ANSP shall be adjusted to give effect to any such sale within such six-month period.
View More
