Cash Inflows

Cash Inflows. Measured as of any time means all cash payments received by the Sponsors at or prior to such time, with respect to debt or equity securities of the Company purchased by the Sponsors from the Company at or prior to such time (whether such payments are received as interest, dividends, proceeds with respect to a sale or redemption of such securities, upon a liquidation of the Company or otherwise).

Cash Inflows. With respect to any Preferred Shares or Common Shares shall include the following received in connection with a Sale of the Company, a Public Sale or otherwise: (i) all cash payments distributed to the holder of such Preferred Shares or Common Shares with respect to, or as consideration or in exchange for such Preferred Shares or Common Shares (whether such payments are received from the Company or any other Person), including, without duplication, all cash payments... received by such holder with respect to or in exchange for the property described in the proviso in (ii) below and all cash dividends and distributions received with respect to such Preferred Shares or Common Shares; and (ii) the Fair Market Value of all securities and other property received by such holder with respect to, or as consideration or in exchange for such Preferred Shares or Common Shares (whether such payments are received from the Company or any other Person), including, without duplication, the Fair Market Value of property received by such holder with respect to or in exchange for the property described in the proviso below; provided that in the event that Preferred Shares or Common Shares or other property is received subject to contingencies or restrictions that are reasonably likely to affect its Fair Market Value (e.g., non-publicly traded securities or publicly traded securities subject to material restrictions or limitations, other than customary underwriter lockups or other restrictions or limitations that constitute customary limitations arising by virtue of the relative priority of such securities with respect to the issuer thereof or the short-swing profit recovery rules under the Securities Exchange Act of 1934, as amended, or a right to receive future consideration pursuant to an earn-out), the Fair Market Value of such property shall reflect appropriate discounts. -11- View More