Proceeds Available for Distribution to Shareholders

Proceeds Available for Distribution to Shareholders. Shall mean the total gross proceeds and other consideration actually paid to or received by the holders of the Company's equity securities (in their capacity as such) other than holders of the Company's currently outstanding warrants in connection with a Sale Event and after payment of all debt, all transaction expenses (including all payments to James E. Minarik under the Company's December 7, 2004 Sale Bonus Agreement with such executive except the "Third Gain Share Payment" reflected... therein), and all proceeds payment due to holders of the Company's currently outstanding warrants, including, without limitation, (i) cash, and (ii) notes, securities and other property. Non-cash consideration shall be valued as follows: (x) publicly traded securities shall be valued at the average of their closing prices (as reported in the Wall Street Journal) for the ten trading days prior to the closing of the Sale Event, and (y) any other non-cash consideration shall be valued at the fair market value thereof as determined in good faith by the Board and the Key Employee. View More