Aggregate Valuation definition

Aggregate Valuation means the sum of (a) the Merger Partner Valuation, plus (b) the Public Company Valuation.

Aggregate Valuation means the sum of (a) the Company Valuation, plus (b) the Parent Valuation.

Aggregate Valuation means the total amount of all cash, securities, contractual arrangements and other properties paid or payable, directly or indirectly, in connection with a Stock Transaction or an Asset Transaction (including, without limitation, amounts paid (1) in excess of the ordinary course pursuant to covenants not to compete, employment contracts, employee benefit plans, management fees or other similar arrangements, and (2) to holders of any warrants, stock purchase rights or convertible securities of the Company and to holders of any options or stock appreciation rights issued by the Company, whether or not vested) or, if in connection with a Majority Ownership Change or Majority Board Change, the fair market value of the Company’s equity securities at the time of either such event. Aggregate Valuation in all such cases shall also include the amount of any short-term debt and long-term liabilities of the Company (including the principal amount of any indebtedness for borrowed money and capitalized leases and the full amount of any off-balance sheet financings) (1) repaid or retired in connection with or in anticipation of a Change in Control and (2) existing on the Company’s balance sheet at the time of a Change in Control if such Change in Control results from a Stock Transaction, Majority Ownership Change or Majority Board Change, or assumed in connection with a Change in Control, if such Change in Control results from an Asset Transaction. For purposes of calculating the amount of revolving credit debt in the preceding sentence, the arithmetic mean of the amount of revolving credit debt outstanding on the last day of each month during the 12 months preceding the Change in Control. If the Change in Control takes the form of an Asset Transaction, Aggregate Valuation shall include (i) the value of any current assets not purchased, minus (ii) the value of any current liabilities not assumed. If the Change in Control takes the form of a recapitalization, restructuring, spin-off, split-off or similar transaction, Aggregate Valuation shall include the fair market value of (i) the equity securities of the Company retained by the Company’s security holders following such transaction, and (ii) any securities received by the Company’s security holders in exchange for or in respect of securities of the Company following such transaction (all securities received by such security holders being deemed to have been paid to such security holders in such transaction).

Examples of Aggregate Valuation in a sentence

• For purposes hereof, "Aggregate Valuation of the Company" shall mean the Fair Market Value of one share of the Company's Common Stock, determined in the manner set forth in Section 1(b)(iii), multiplied by the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon exercise of this Warrant, or deemed to have been issued pursuant to Subsections 3(a)(ii)(3) and 3(a)(iii)) as of such date.

• ATAPCO, ATRECO and Gateway acknowledge and agree that Schedule 1.1(d) sets forth the Aggregate Valuation as of October 31, 1998.

• The aggregate consideration for the acquisition of such interests is approximately £63.9 million (being the Aggregate Valuation of Esprit Fund 3 as at 31 December 2015, adjusted solely for currency movements from 31 December 2015 to 30 April 2016, less applicable carried interest entitlements (further details of which are set out at paragraph 4 of Part 9 of this document) and a discount of between 10 per cent.

• In the event the aggregate valuation of the Borrower on the Conversion Date as determined in good faith by the Borrower’s board of directors (the “Aggregate Valuation”) is less than $100,000,000, the Conversion Price then in effect shall be adjusted to a price equal to (A) the Aggregate Valuation divided by $100,000,000, multiplied by (B) the Conversion Price then in effect.

• For the purposes of this Section 3 (c), the "Aggregate Valuation" shall be determined in good faith by the Board of Directors based upon a written independent evaluation provided by a nationally recognized investment banking firm.

More Definitions of Aggregate Valuation

Aggregate Valuation means the sum of (i) the Company Valuation, plus (ii) the Utah Valuation.

Aggregate Valuation means the sum of (i) the Company Valuation, plus (ii) the MEDS Valuation.

Aggregate Valuation means the Company Valuation plus the Parent Valuation.

Aggregate Valuation means the aggregate value as set forth on Schedule 1.1(d) of those Assets of the ATAPCO Group described on Schedule 1.1(d), as adjusted in accordance with Section 3.1.

Aggregate Valuation means the sum of (A) the Q32 Equity Value, plus (B) the Homology Valuation, plus (C) the Concurrent Financing Proceeds.

Aggregate Valuation means the sum of the (i) Otonomo valuation, plus (ii) the Urgently valuation.

Aggregate Valuation means the sum of (a) the Company Valuation, plus (b) the Orion Valuation.