MEIF Sale Proceeds

MEIF Sale Proceeds. Means (i) in respect of a sale of all or part of the Option Securities, the aggregate of the fair market value of all consideration payable or accreting to MEIF in connection with a Relevant Sale and (ii) in respect of a sale by the Company, directly or indirectly, of all or part of the South East Water business, the aggregate of the fair market value of all consideration payable or accreting to MEIF with respect to the Option Securities acquired from MIC;