Investors Cash Amounts. Means, as of a given measurement date, without duplication: (i) all cash actually received by Investors in respect of the Investors Interests (net of unreimbursed fees and expenses); (ii) all cash proceeds actually received by Investors from the disposition of any Non-Cash Proceeds (net of unreimbursed fees and expenses); (iii) the value of Marketable Securities received by Investors in respect of the Investors Interests (in an amount valued based on the closing price per share of such... Marketable Securities on the principal securities market on which such Marketable Securities are traded on the day such Marketable Securities are received by the Investors, less any applicable blockage discount as determined by the Committee in good faith); (iv) aggregate annual management fees paid to Investors in excess of 1% of the equity value of the Company at the beginning of the applicable year; and 2 (v) solely in connection with a Change of Control, the aggregate amount of Non-Cash Change-of-Control Consideration received by the Investors as of the date of such Change of Control. For avoidance of doubt, except as described in clause (iv) above, the Investors Cash Amounts shall not include any transaction or similar fees or expense reimbursements or indemnification payments paid to Investors. Investors Cash Amounts shall be reduced by Tax Distributions (as defined in the LLC Agreement) and equivalent amounts of other distributions made to the Investors under Section 5.03 of the LLC Agreement that result in a reduction of amounts that otherwise would have constituted Tax Distributions.View More
