Common use of Aggregate Value Clause in Contracts

Aggregate Value. For purposes of this Agreement, the term --------------- "Aggregate Value" shall mean the total amount of cash and the fair market value (on the date of payment) of all other property paid or payable, directly or indirectly, by the acquiring party (the "Acquiror") to the acquired party or the seller of the acquired business (the "Acquired"), or to the Acquired's security holders or its employees, or by the Acquired to the Acquired's security holders, in connection with a Transaction (including, without limitation, amounts paid by the Acquiror to holders of any warrants, stock purchase rights, convertible securities or similar rights of the Company and to holders of any options or stock appreciation rights issued by the Company, whether or not vested). Aggregate Value shall also include the value of any long-term liabilities (including the short-term portion thereof) of the Company (including the principal amount of any indebtedness for borrowed money) indirectly or directly assumed or acquired by the Acquiror, or otherwise repaid or retired, in connection with or in anticipation of a Transaction. In the event the Transaction takes the form of a recapitalization or restructuring of the Company (including, without limitation, through negotiated repurchases of its securities, an issuer tender offer, an extraordinary dividend, a spin-off, split-off or similar transaction), Aggregate Value shall also 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 cash, securities (including securities of subsidiaries) or other consideration received by the Company's security holders in exchange for or in respect of securities of the Company in connection with such Transaction (all such cash, securities or other consideration received by such security holders being deemed to have been paid to such security holders in such Transaction). If a Transaction takes the form of a sale of assets, Aggregate Value shall also include (i) the value of any current assets not sold, minus (ii) the value of any current liabilities not assumed by the Acquiror. In the event that any part of the consideration in connection with a transaction will be payable (whether in one payment or a series of two or more payments) at any time following the consummation thereof, the term Aggregate Value shall include the present value of such future payment of payments. As used in this Agreement, the terms "payment," "paid" or "payable" shall be deemed to include, as applicable, the issuance or delivery of securities or other property other than cash.

Aggregate Value. For purposes of this Agreement, the term --------------- "Aggregate --------------- Value" shall mean the total amount of cash and the fair market value (on the date of payment) of all other property paid or payable, directly or indirectly, by the acquiring party (the "Acquiror") to the acquired party or the seller of the acquired business (the "Acquired"), or to the Acquired's security holders or its employees, or by the Acquired to the Acquired's security holders, in connection with a Transaction (including, without limitation, amounts paid by the Acquiror to holders of any warrants, stock purchase rights, convertible securities or similar rights of the Company and to holders of any options or stock appreciation rights issued by the Company, whether or not vested). Aggregate Value shall also include the value of any long-term liabilities (including the short-term portion thereof) of the Company (including the principal amount of any indebtedness for borrowed money) indirectly or directly assumed or acquired by the Acquiror, or otherwise repaid or retired, in connection with or in anticipation of a Transaction. In the event the Transaction takes the form of a recapitalization or restructuring of the Company (including, without limitation, through negotiated repurchases of its securities, an issuer tender offer, an extraordinary dividend, a spin-off, split-off or similar transaction), Aggregate Value shall also 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 cash, securities (including securities of subsidiaries) or other consideration received by the Company's security holders in exchange for or in respect of securities of the Company in connection with such Transaction (all such cash, securities or other consideration received by such security holders being deemed to have been paid to such security holders in such Transaction). If a Transaction takes the form of a sale of assets, Aggregate Value shall also include (i) the value of any current assets not sold, minus (ii) the value of any current liabilities not assumed by the Acquiror. In the event that any part of the consideration in connection with a transaction will be payable (whether in one payment or a series of two or more payments) at any time following the consummation thereof, the term Aggregate Value shall include the present value of such future payment of payments. As used in this Agreement, the terms "payment," "paid" or "payable" shall be deemed to include, as applicable, the issuance or delivery of securities or other property other than cash.

Aggregate Value. For purposes of this Agreement, the term --------------- "Aggregate --------------- Value" shall mean the total amount of cash and the fair market value (on the date of payment) of all other property paid or payable, directly or indirectly, by the acquiring party (the "Acquiror") to the acquired party or the seller of the acquired business (the "Acquired"), or to the Acquired's security holders or its employees, or by the Acquired to the Acquired's security holders, in connection with a Transaction (including, without limitation, amounts paid by the Acquiror to holders of any warrants, stock purchase rights, convertible securities or similar rights of the Company and to holders of any options or stock appreciation rights issued by the Company, whether or not vested). Aggregate Value shall also include the value of any long-term liabilities (including the short-term portion thereof) of the Company (including the principal amount of any indebtedness for borrowed money) indirectly or directly assumed or acquired by the Acquiror, or otherwise repaid or retired, in connection with or in anticipation of a Transaction. In the event the Transaction takes the form of a recapitalization or restructuring of the Company (including, without limitation, through negotiated repurchases of its securities, an issuer tender offer, an extraordinary dividend, a spin-off, split-off or similar transaction), Aggregate Value shall also 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 cash, securities (including securities of subsidiaries) or other consideration received by the Company's security holders in exchange for or in respect of securities of the Company in connection with such Transaction (all such cash, securities or other consideration received by such security holders being deemed to have been paid to such security holders in such Transaction). If a Transaction takes the form of a sale of assets, Aggregate Value shall also include (i) the value of any current assets not sold, minus (ii) the value of any current liabilities not assumed by the Acquiror. In the event that any part of the consideration in connection with a transaction will be payable (whether in one payment or a series of two or more payments) at any time following the consummation thereof, the term Aggregate Value shall include the present value of such future payment of payments. As used in this Agreement, the terms "payment," "paid" or "payable" shall be deemed to include, as applicable, the issuance or delivery deliver of securities or other property other than cash.