Sponsor Outflows

Sponsor Outflows. Means the sum of $2,142,830,088 and all payments made by the Sponsor Entities (on a cumulative basis) to purchase Common Stock of the Company (whether such payments are made to the Company or any third party) from the Effective Date until such Measurement Date

Sponsor Outflows. Without duplication, the aggregate amount of ordinary and extraordinary cash dividends, cash distributions, and in-kind dividends or distributions (but only to the extent any cash proceeds are received in respect of such in-kind dividends or distributions which proceeds shall be counted at the time cash is actually received by the Sponsor) received by the Sponsor or an Affiliate of the Sponsor (other than the Company or a Subsidiary of the Company) with respect to a Share. For the avoidance of... doubt, for purposes determining vesting pursuant to Sections 3(b) and 3(c) of this Agreement, (x) only the Sponsor Outflows in respect of Shares actually sold by the Sponsor through the date of the applicable Liquidity Event based on clause (i) of such definition shall be counted and (y) all Sponsor Outflows through the date of a Liquidity Event based on clause (ii) of such definition shall be counted. View More