Adjusted Equity Value definition

Adjusted Equity Value means (a) the Equity Value, plus (b) the Aggregate In-the-Money Option Exercise Price.

Adjusted Equity Value means an amount equal to the Pre-Money Equity Value plus the Allowed Sopris Second Lien Claims plus the Rights Offering Amount plus the Rights Offering Commitment Fee.

Adjusted Equity Value means (a) the Equity Value, plus (b) the Aggregate Company Options Exercise Price, plus (c) the Aggregate Company Warrants Exercise Price, minus (d) the product of (i) 732,280, multiplied by (ii) the trading price of an Atlas Warrant as of the close of trading on the day immediately prior to the Closing Date.

Examples of Adjusted Equity Value in a sentence

• Following the Closing Date, either the Buyer or the Seller Representative may seek to adjust the Closing Estimate pursuant to the procedures set forth in Exhibit A hereto (the provisions of which Exhibit A shall be as agreed upon in good faith by the Buyer, the Company and the Seller Representative promptly after the date hereof), and any such adjustment and corresponding adjustment, if any, to the Adjusted Equity Value and Purchase Price will be governed by such procedures set forth in such Exhibit A.

• Accordingly, additional DMPI shares (up to a maximum cap of 1.44% of the total issued share capital of DMPI as diluted by this adjustment) may be issued by DMPI to the Investor in accordance with the Adjusted Equity Value formula as described below.

• All of the outstanding Company Shares are fully paid and non-assessable, and each Company Option outstanding immediately prior to the Effective Time will be an “in the money” Company Option (i.e., the value of the Adjusted Equity Value allocated to each Company Option is in excess of the exercise (or similar) price applicable to such Company Option).

• Any indemnity payments by an Indemnifying Party to a Buyer Indemnified Party under this Article VII shall be treated by the Parties for Tax purposes as an adjustment to the Adjusted Equity Value.

• You also disclose on page 32 that the aggregate merger consideration payable to holders of ICI common stock and options will be equal to the Adjusted Equity Value, together with any Earnout Shares Please amend your Summary of the Material Terms to provide an estimated Adjusted Equity Value and per share merger consideration as of a recently practicable date.

More Definitions of Adjusted Equity Value

Adjusted Equity Value means (a) the Equity Value, plus (b) the Aggregate Vested Company Option Exercise Price, plus (c) the Aggregate Warrant Exercise Price. For the avoidance of doubt, the Adjusted Equity Value shall not include the value or proceeds from the issuance of any Company Ordinary Shares or other capital stock of the Company issued or issuable in connection with the PIPE Financing, the Backstop Facility or any Permitted Interim Financing.

Adjusted Equity Value means (a) the Equity Value, plus (b) the Aggregate Company Options Exercise Price, plus (c) the Aggregate Company Warrants Exercise Price.

Adjusted Equity Value means a per Share amount equal to the sum of (i) (A) if the Measurement Date is a Change in Control, the implied per Share value achieved in connection with such Change in Control or (B) if the Measurement Date is not a Change in Control, the per Share value (I) if the Company is listed on a national securities exchange, based on the 120-Day VWAP, or (II) if the Company is not listed on a national securities exchange, as determined by the Committee in good faith, and (ii) the aggregate per Share value of any distributions or dividends (A) paid with respect to Shares between the Vesting Commencement Date and the Measurement Date or (B) approved for distribution within the next quarter but not yet paid.

Adjusted Equity Value means the sum of (a) the Equity Value, plus (b) the Aggregate Company Option Exercise Price, plus (c) the Aggregate Company Warrant Exercise Price, less (d) Company Expenses in excess of $25,000,000, less (e) $38,033,370, less (f)(x) $10.00 multiplied by (y)(i) the number of NewCo Common Shares issued in the Initial PIPE Financing less (ii)(A) the number of Newco Common Shares issued in the Initial PIPE Financing divided by (B) the Exchange Ratio.

Adjusted Equity Value means the sum of the Company Equity Value plus $300 million.

Adjusted Equity Value shall have the meaning set forth in Section 2.3

Adjusted Equity Value. (as determined pursuant to Section 2.1(a)(i)(A) of the Purchase Agreement and as adjusted (if at all) pursuant to Exhibit A to the Purchase Agreement prior to any exercise of the Call Right or a Put Right hereunder); multiplied by (B) 100.5%.