Exit Event Proceeds. Means (x) in the event of a Sale of the Corporation, an amount equal to (i) the aggregate proceeds received by the Bain Entities and the Insight Entities with respect to the Company Securities sold or otherwise disposed of in connection with the Sale of the Corporation, plus (ii) with respect to any Charitably-Transferred Securities sold or otherwise disposed of by the recipient, the aggregate proceeds received by the holders of such Charitably- Transferred Securities, plus (iii) without... duplication of clause (x)(ii) above, with respect to any Charitably-Transferred Securities not sold or otherwise disposed of, the fair market value of such securities at the time of determination of the Exit Factor, based on the value as determined by the Sale of the Corporation and (y) in the event of a Qualified Public Offering, an amount equal to (i) an amount equal to the number of Company Securities sold by the Bain Entities and the Insight Entities in the Qualified Public Offering multiplied by the closing price per Company Security sold in the Qualified Public Offering on the Lock-Up Expiration Date (the "Applicable Price") , plus (ii) with respect to any Charitably-Transferred Securities sold by the recipient in the Qualified Public Offering, an amount equal to the number of Company Securities sold by the holders of such Charitably-Transferred Securities in the Qualified Public Offering multiplied by the Applicable Price, plus (iii) without duplication of clause (y)(ii) above, with respect to any Charitably-Transferred Securities not sold or otherwise disposed of, an amount equal to the number of such Charitably-Transferred Securities multiplied by the Applicable Price.View More
