Total Enterprise Value means the sum of: (i) the product of (A) the Equity Securities Value Per Share of a share of Common Stock not subject to vesting or other restrictions multiplied by (B) the number of outstanding shares of Common Stock, less (y) the number of outstanding shares of Restricted Stock or Other Awards of shares of Common Stock without vesting restrictions, in each case, issued after the date of this Agreement (including outstanding shares of Common Stock resulting from the vesting of such Restricted Stock), and less (z) the number of shares of Common Stock issued by the Company after the date of this Agreement in connection with any merger, consolidation, share exchange or other transaction in which, in each case, the Company acquires voting securities of another Person or all or any portion of another Person’s assets; (ii) for each other class or series of Equity Securities of the Company, if any, the product of (A) Equity Securities Value Per Share for such class or series of such Equity Securities of the Company multiplied by (B) the number of shares of such class or series of such Equity Securities of the Company, less (y) the number of shares of such class or series of such Equity Securities issued under the Plan (or otherwise issued for compensatory purposes) after the date of this Agreement, and less (z) the number of shares of such class or series of such Equity Securities issued by the Company after the date of this Agreement in connection with any merger, consolidation, share exchange or other transaction in which, in each case, the Company acquires the voting securities of another Person or all or any portion of another Person’s assets; and (iii) the principal amount of all outstanding funded indebtedness of the Company as of the last day of the month immediately preceding the date of calculation less the aggregate amount of cash and cash equivalents of the Company (exclusive of funds held on behalf of clients) as of the last day of the month immediately preceding the date of calculation.
Total Enterprise Value means the estimated going concern value of the Debtors and the Non-Debtor Subsidiaries as a whole as of the Effective Date and shall include the present value of cash flows related to the utilization of net operating loss carry forwards available to the Reorganized Debtors as of the Effective Date; provided, however, that an estimate of such value as of the Effective Date shall be set forth in Schedule XII, as it may be amended up to ten (10) Business Days prior to the Objection Deadline.
Total Enterprise Value means an amount equal to the sum of the aggregate fair market value of any securities issued and any other non-cash consideration received (including, without limitation, any joint venture interest delivered to, or retained by the Company), and any cash consideration paid, to the Company or its security holders in connection with a Business Combination, and the amount of all indebtedness of the Company, which is assumed to be forgiven or retired in connections with such a Business Combination. The fair market value of any securities issued and any other non-cash consideration delivered or retained in connection with such Business Combination will be the value determined by the Company and the Advisor upon such Business Combination Closing. With the exception of the Retainer Fee, the above specified Fees will be payable in respect of the services rendered in connection with each separate placement of the Equity Securities (or securities of the same or similar class as the Equity Securities) and/or execution of a Business Combination, whether such placement and/or business combination has been arranged by the Advisor, by another agent of the Company or directly by the Company and whether such placement and/or business combination is conducted in one transaction or a series of transactions. Expense Reimbursement In addition to any Fees that may be payable to the Advisor under this Agreement, MYM agrees to reimburse the Advisor, on a monthly basis or at such other times as the Advisor may request, for all of the Advisor's reasonable out-of-pocket expenses and travel expenses incurred in connection with his activities hereunder, without regard to whether or not any of the Closings occur, including the fees and disbursements of his legal counsel, if any, resulting from or arising out of this engagement. The Advisor's expenses, except the fees and disbursements of his legal counsel, shall not cumulatively exceed $3,500 per month without the prior written approval of the Company.
Examples of Total Enterprise Value in a sentence
For purposes of distribution, the New Calpine Common Stock shall be deemed to have the value assigned to it based upon, among other things, the New Calpine Total Enterprise Value regardless of the date of distribution.
For purposes of distribution, the New Common Equity shall be deemed to have the value assigned to it based upon, among other things, the Reorganized Debtors Total Enterprise Value, regardless of the date of distribution.
From Total Enterprise Value (calculated in Step 2), deduct year-end balances for Total Debt and Other Obligations, add year-end balance for Total Cash and add Total Option Proceeds.
Distributions of New Calpine Common Stock to Holders of Allowed Claims and Interests, and the establishment and maintenance of the New Calpine Stock Reserve, both as described below, shall be based upon, among other things, the New Calpine Total Enterprise Value.
For purposes of distribution, the New Common Equity shall be deemed to have the value assigned to it based upon, among other things, the Reorganized NBC Total Enterprise Value, regardless of the date of distribution.
More Definitions of Total Enterprise Value
Total Enterprise Value means (i) in the case of a Sale of the Company, the sum of (x) the equity value of the Holding Company implied by the Sale of the Company (as reasonably determined in good faith by the Board), plus (y) the amount of debt for borrowed money of the Holding Company and its Subsidiaries assumed by the relevant acquirer or repaid in connection to the Sale of the Company, (ii) in the case of an Initial Public Offering, the sum of (m) the product of the number of shares of Common outstanding as of the Test Date immediately after the consummation of the Initial Public Offering, multiplied by the per share price paid for Common pursuant to the Initial Public Offering, plus (n) the amount of debt for borrowed money of the Holding Company and its Subsidiaries as of immediately after the consummation of the Initial Public Offering, and (iii) in the case of a Qualifying Recapitalization, the sum of (a) the equity value of the Holding Company implied by the Qualifying Recapitalization (as reasonably determined in good faith by the Board), plus (y) the amount of debt for borrowed money of the Holding Company and its Subsidiaries as of immediately after the consummation of the Qualifying Recapitalization; provided that in all cases, Total Enterprise Value shall not include any fees and expenses of the relevant transaction.
Total Enterprise Value shall have the meaning given to it in the Stock Purchase Agreement.
Total Enterprise Value means Four Hundred and Eighty Seven Million Five Hundred Thousand Dollars ($487,500,000).
Total Enterprise Value means the product of (i) the Creation Multiple multiplied by (ii) EBITDA for the Exit Relevant Period.
Total Enterprise Value means the total enterprise value of the Reorganized Debtors.
Total Enterprise Value shall be calculated on a quarterly basis as (i) the average of the volume-weighted average price per share of Ashford Prime’s common stock for each trading day of the preceding quarter multiplied by the average number of shares of Ashford Prime’s common stock outstanding during such quarter, on a fully-diluted basis (assuming all common units and long term incentive partnership units in the Operating Partnership which have achieved economic parity with common units in the Operating Partnership have been converted to common stock in the Company), plus (ii) the daily average of the aggregate principal amount of the Company’s consolidated indebtedness (including the Company’s proportionate share of debt of any entity that is not consolidated but excluding the Company’s joint venture partners’ proportionate share of consolidated debt), plus (iii) the daily average of the liquidation value of the Company’s outstanding preferred equity. The Minimum Base Fee for each quarter will be equal to the greater of (i) 90% of the Base Fee paid for the same quarter in the prior year and (ii) the G&A Ratio multiplied by the Company’s Total Enterprise Value. For purposes of this Agreement, the “G&A Ratio” will be calculated as the simple average of the ratios of total general and administrative expenses, less any non-cash expenses but including any dead deal costs, paid in the applicable quarter by each member of a select peer group set forth in Exhibit A (each, a “Peer Group Member” and collectively, the “Peer Group”), divided by the total enterprise value of such Peer Group Member (calculated in the same manner as the Company’s Total Enterprise Value). The G&A Ratio for each Peer Group Member will be calculated based on the financial information presented in such Peer Group Member’s Form 10-Q or 10-K periodic filings with the SEC following the end of each quarter. The Peer Group may be modified from time to time by mutual written agreement of the Advisor and a majority of the Independent Directors, negotiating in good faith. The Base Fee, as calculated above, shall be payable in arrears no later than the 15th day following the end of each quarter (i.e., one-fourth of 0.70% of the Total Enterprise Value of the Company). The Minimum Base Fee shall be calculated as soon as practicable following the end of the quarter, and to the extent the Minimum Base Fee exceeds the Base Fee paid to the Advisor with respect to any quarter, the Company will pay the Advisor the difference bet...
Total Enterprise Value means (i) for the transactions contemplated by the Merger Agreement, $4,578,000,000; and (ii) for the transactions contemplated by this Agreement, the Base Price; and (iii) with respect to the Advisory Fee, the total value of all consideration paid by Buyer or its Affiliates for the applicable assets, plus the amount of any assumed debt in connection with the acquisition of such assets.