Net MSCP Exit Multiple. Means, (i) with respect to any Liquidity Event that is an IPO, (A) (x) the number of Remaining MSCP Shares, multiplied by the IPO price per share of Common Stock (after underwriting discounts and commissions), plus (y) all cash dividends or other cash amounts received prior to such Liquidity Event by the MSCP Entities in respect of the Total MSCP Shares, divided by (B) the amount of the Total MSCP Investments as of such date, or (ii) with respect to any other
... Liquidity Event, (A) (x) the net proceeds that will be actually received by the MSCP Entities on the date of the consummation of such Liquidity Event in respect of the Remaining MSCP Shares, plus (y) all cash dividends or other cash amounts received prior to such Liquidity Event by the MSCP Entities in respect of the Total MSCP Shares, divided by (B) the amount of the Total MSCP Investments as of such date. For purposes of this definition, any non-cash consideration actually received by the MSCP Entities on the date of the consummation of a Liquidity Event shall be valued at the fair market value thereof as of such date. Notwithstanding the foregoing, Net MSCP Exit Multiple will be calculated taking into account the full impact of (i) the dilution that will result from (x) the actual issuance of shares of Common Stock upon exercise of all Options granted pursuant to this Plan and (y) (without duplication) the forfeiture by the MSCP Entities of all shares of Common Stock required to be forfeited by them in connection with such Liquidity Event pursuant to Section 2.08 of the Shareholders Agreement, (ii) the assumed exercise of any then outstanding stock options of the Company (including, without limitation, any options outstanding under the 1998 Stock Option Plan of the Company and any -4- options outstanding under the Non-qualified Initial Option Plan of the Company) to the extent that the per share consideration received or that would be received by such holder upon the deemed exercise of such option in connection with such Liquidity Event exceeds the exercise price of any such outstanding options at the date of such Liquidity Event, and (iii) any other dilution to any of the MSCP Entities resulting from any arrangement or transaction contemplated by Section 8.02 of the Subscription Agreement or any other similar arrangement or transaction. For the avoidance of doubt, Net MSCP Exit Multiple shall not include any investment banking, advisory or financing fees paid (or to be paid) at any time to any Affiliate of the MSCP Funds by the Company or any of its Subsidiaries or Affiliates.
View More
