Pre-Money Valuation Sample Clauses

Pre-Money Valuation. In the event and to the extent that, upon the occurrence of a Liquidity Event, the Pre-Money Valuation of the applicable Issuer shall be less than $225,000,000, then and in such event the applicable number of Conversion Shares issuable upon any one or more Conversions of the Obligations shall be increased to that number of shares of Common Stock determined by (i) dividing (a) the amount of the outstanding Principal Amount of the Obligations that Holder elects to convert into Common Stock, by (b) the Per Share Price (the “Base Conversion Shares”), and multiplying the result of such calculation by a percentage (expressed as a decimal) determined by dividing (i) $225,000,000 by (ii) the lower Pre-Money Valuation at the time of the Liquidity Event. Accordingly for the avoidance of doubt if the Pre-Money Valuation in connection with a Liquidity Event was $200,000,000, the Base Conversion Shares would be adjusted and increased by 1.125 times (or the result of dividing $225,000,000 by $200,000,000).
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Pre-Money Valuation. (i) The aggregate price payable by the Investors for purchasing the Purchased Shares represents a pre-money valuation of the Company of US$1,100,000,000; and (ii) the purchase price (with respect to each Investor, its “Purchase Price”) payable by each Investor for purchasing its Purchased Shares is set forth opposite such Investor’s name in the third column of Schedule A-2 hereto.
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Pre-Money Valuation. The total price payable by the Series F Investors for purchasing all of the Purchased Shares represents a pre-money valuation of the Company of US$700,000,000, on a fully diluted and as-converted basis, including without limitation, the 29,525,465 Ordinary Shares to be reserved under the Employee Share Option Plan.
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Pre-Money Valuation. The ratio for conversion of the Pre-Money Equity Value – Subscription Bonus into Congonhas Minérios’ shares shall depend on Congonhas Minérios’ pre money equity value related to the Liquidity Event (“Pre-Money Valuation”). The Pre-Money Valuation shall be calculated in accordance with (i) the price per share agreed and issued for the Qualified Private Sale or the price per share set forth in the announcement of the beginning of the Qualified IPO (Anúncio de Início), as the case may be, and (ii) the total number of shares of Congonhas Minérios, excluding the shares to be issued by Congonhas Minérios for the Liquidity Event.
Sample 1
Pre-Money Valuation. The total price payable by the Investors for purchasing the Warrants represents a pre-money valuation of the Company equal to US$500,000,000, including 6,818,182 Ordinary Shares reserved under the ESOP.
Sample 1
Pre-Money Valuation. The quantity of New Common Shares shall depend on the Company’s pre money equity value related to the Liquidity Event (“Pre-Money Valuation”) subject to the provisions of the Investment Agreement. The Pre-Money Valuation shall be calculated in accordance with (i) the price per share agreed and issued for the Qualified Private Sale or the price per share set forth in the announcement of the beginning of the Qualified IPO (Anúncio de Início), as the case may be, and (ii) the total number of shares of the Company, excluding the shares to be issued by the Company for the Liquidity Event;
Sample 1

Related to Pre-Money Valuation

  • Total Assets Based on total assets at period end. Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula. BNK - BANK ACCOUNTS Based on the number of bank accounts at period end. Used for the allocation of costs associated with daily cash management activities.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

  • Current Assets The term "Current Assets" shall mean, with respect to the Company, cash and other assets that are expected to be converted into cash, sold or exchanged within one year from the Closing Date, including marketable securities, receivables, inventory and current prepayments .

  • Portfolio Valuation and Diversification Etc Risk Factor Ratings;

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • Consolidated Capital Expenditures Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by (i) an aggregate amount equal to the Net Securities Proceeds received by Company in such Fiscal Year from the issuance of any Capital Stock of Company or any of its Subsidiaries, but solely to the extent such Net Securities Proceeds are not applied to increase the limit under subsection 7.3(vi), (ii) to the extent Company and its Subsidiaries have generated Consolidated Excess Cash Flow in any Fiscal Quarter of such Fiscal Year in excess of $12,500,000, an amount not to exceed 50% of such excess (or 100% of such excess to the extent the Consolidated Leverage Ratio is less than 2.00:1.00 at the end of the preceding Fiscal Year), but solely to the extent that such excess is not applied to increase the limit under subsection 7.5(v), and (iii) (x) if the actual amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (before giving effect to any increase pursuant to clause (i), (ii) or (iii) of this proviso), then an amount of such shortfall may be added to the Maximum Consolidated Capital Expenditures Amount for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover to the succeeding Fiscal Year pursuant to the preceding subclause (iii)(x), the amount expended in any Fiscal Year shall first be deemed to be from any amount carried over to such Fiscal Year from the immediately preceding Fiscal Year and any other increases pursuant to clauses (i) or (ii) of this proviso: Fiscal Year Maximum Consolidated Capital Expenditures 2009 $ 125,000,000 2010 $ 150,000,000 2011 and each Fiscal Year thereafter $ 175,000,000

  • Appraised Value If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the “First Appraiser”) to determine within thirty (30) days of such engagement the Fair Market Value of the Partnership Interests (the “First Appraised Value”). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on and engage a second Independent Appraiser (the “Final Appraiser”). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within thirty (30) days after its engagement the Fair Market Value of the Partnership Interests, but if such determination is less than the lesser of the Initial Value and the First Appraised Value then the lesser of the Initial Value and the First Appraised value shall be the value or if such determination is greater than the greater of the Initial Value and the First Appraised Value then the greater of the Initial Value and the First Appraised Value shall be the value (the “Final Valuation”). The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction.

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