Value of the Transaction definition

Value of the Transaction means, (i) in the case of a License Agreement, the amount of cash and property received by the Company plus the present value of the maximum royalty stream anticipated in the transaction; and (ii) in the case of a Sale of the Company, the enterprise value of the Company determined by reference to the price per share to be paid by the buyer in the transaction, assuming for this purpose full payment of any earn-out, royalties or other contingent payments to shareholders (as shareholders and not as service providers).
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Value of the Transaction means the total purchase price paid for the equity of the acquired entity plus debt assumed of the acquired entity as determined in good faith by the Board. Notwithstanding the foregoing, in the event any earn-outs are paid to the seller in any acquisition by the Company, within two weeks following such payment, Executive shall receive an additional amount equal to the difference between the amount of the Acquisition Bonus that would have been paid had the amount of such earn-out payment been included in the Value of the Transaction and the amount of the Acquisition Bonus actually paid.
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Value of the Transaction means for the purpose of calculating the Emergence Bonus (as defined in Paragraph 6(b) hereof) the total proceeds and other consideration paid to or received by the Company, or any of its affiliates or other parties in interest in connection with an event described in item (iii) of the definition of "Change of Control" (the "Transaction") (which consideration shall be deemed to include amounts in escrow, any deposits or other amounts forfeited by an investor in the Company), including, without limitation, cash, notes, securities, and other property; payments made or the present value of payments to be made in installments; amounts paid under consulting agreements, above-market employment contracts, non-compete agreements or similar arrangements; and insurance proceeds upon the occurrence of an insurable event that diminishes the value of the Company. Upon a Change of Control where less than 100% of the ownership of the equity interests are sold, the Value of the Transaction shall be calculated as if 100% of the ownership of the equity interests of the Company had been sold by dividing (i) the total consideration, whether in cash, securities, notes or other forms of consideration, received or receivable by the Company and/or its affiliates by (ii) the percentage of ownership which is sold. In addition, if any of the Company's secured bank debt, public bond indebtedness, capitalized lease obligations or other liabilities are assumed, decreased, satisfied or otherwise paid off in conjunction with a Transaction (by the Company or any investor in the Company, in the form of "cure" payments or otherwise), or any of the Company's assets are retained, sold or otherwise transferred outside of the Company's ordinary course of business to another party prior to the consummation of a Transaction, the Value of the Transaction will be increased to reflect the reasonable value of any such liabilities to the Company, as agreed upon between the parties, and the fair market value of any such assets.
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Examples of Value of the Transaction in a sentence

  • This letter will confirm to you that if the Company enters into a "Transaction", then you will be entitled to a fee of 3/8% of the "Aggregate Value" of the Transaction, if the Transaction involves one other company, and 1/2% of the Aggregate Value of the Transaction if the Transaction involves more than one other company in a substantial way.

  • For purposes of determining the Aggregate Value of the Transaction Consideration against which the DH Capital fee is to be computed, there shall be included in addition to the fair market value of any cash or securities received in connection with a Transaction, the aggregate amount of the indebtedness to be assumed directly or indirectly by the Investors with whom the Transaction is consummated.

  • Total Value of the Transaction 4% Finder's Fee(s) will be deemed to have been earned and vested at the time of the closing of a transaction between parties that has been introduced by Precise Directions (regardless of whether or not the sale closes before or after the termination of the relationship).

  • In no event will your total fee be greater than 1/2% of the Aggregate Value of the Transaction.

  • Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying $3,030,769,290.85 (the Proposed Maximum Aggregate Value of the Transaction) by 0.0001476.

  • In the event a Transaction is implemented during the term of Rothschild's engagement, or witxxx x xxxxxx of one year after the termination of Rothschild's engagement hereuxxxx xx xxxxh Rothschild worked or with a paxxx xxxxxxfied by Rothschild during the term of xxxx xxxxxment, InfoCast agrees to pay a further fee of 3% of the Value of the Transaction (the "Performance Fee") to Rothschild in recognition of Roxxxxxxxx'x contribution to xxx Xxxxxxxtion.

Related to Value of the Transaction

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Transaction Date means, with respect to the Incurrence of any Indebtedness by the Company or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Suspicious transaction means a “transaction” as defined below, including an attempted transaction, whether or not made in cash, which, to a person acting in good faith:

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Specified Acquisition Period means, upon Borrower’s election pursuant to Section 6.02(l), (a) the fiscal quarter during which the Borrower or any of its Subsidiaries consummates a Specified Acquisition and (b) the two fiscal quarters immediately following the fiscal quarter described in clause (a); provided, however, that (i) no more than one Specified Acquisition Period may be in effect at any one time, (ii) no Specified Acquisition Period may become effective if the Borrower fails to timely elect such Specified Acquisition Period pursuant to the terms of Section 6.02(l) and (iii) no more than one Specified Acquisition Period may be elected with respect to any particular Specified Acquisition.

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Contemplated Transactions means all of the transactions contemplated by this Agreement.

  • Flip-over Transaction or Event means a transaction or series of transactions after a Flip-In Date in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person Controls the Board of Directors of the Company and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons which are Affiliates or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an agreement with respect to such sale or transfer of assets, the Acquiring Person Controls the Board of Directors of the Company. An Acquiring Person shall be deemed to "Control" the Company's Board of Directors when, following a Flip-In Date, the Persons who were directors of the Company before the Flip-In Date shall cease to constitute a majority of the Company's Board of Directors.

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

  • Transaction Day means each twenty-four (24) hour period or portion thereof, for which a customer of a Rental Car company rents, or otherwise enters into a similar arrangement for the use of a Motor Vehicle and for which the Rental Car company collects revenue from the customer. Late returns (after twenty-four (24) hours) shall be considered a Transaction Day.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.