Aggregate Equity Transaction Value definition
Aggregate Equity Transaction Value means the aggregate consideration paid in the Change of Control based upon the fair market value of the aggregate consideration payable to the holders of outstanding capital stock and other equity securities of the Company in connection with such Change of Control, including amounts paid in respect of any options or other rights to acquire such capital stock or equity securities. The fair market value of such consideration other than cash consideration shall be determined as set forth below in Section IIE.3. For purposes of this Agreement, “equity securities” will include options, warrants, convertible preferred stock or other equity securities which are in each case exercisable for, convertible into or exchangeable for capital stock. Amounts paid or payable to holders of any Convertible Notes (unless the Convertible Notes have been previously converted into Preferred Stock or Common Stock, or the Convertible Notes are converted into Preferred Stock or Common Stock in connection with the Change of Control such that the holders of the Convertible Notes instead participate as holders of capital stock in the distributions made in connection with the Change of Control) shall be excluded in this calculation. In the event and to the extent the consideration actually paid in the Change of Control includes earnout, contingent value right, or similar rights granted or payments made to holders after the date of the Change of Control, such amounts shall be included in determining the amount of Executive’s long-term incentive plan cash payment pursuant to Section IIE.1 above; provided, however, that the consideration payable to Executive in connection with such earnout, contingent value right or similar rights or payments shall be in the same form paid to holders of the Company’s capital stock and, if the Change of Control constitutes a “change in the ownership of a corporation” or a “change in the ownership of a substantial portion of a corporation’s assets” (as those terms are defined in Section 409A (which term is defined in Annex A)), the consideration shall be paid on the same schedule and under the same terms and conditions as such consideration provided or paid to other stockholders but in no event later than five years after the change in control event, in accordance with Treasury Regulation section 1.409A-3(i)(5)(iv)(A). If the Change of Control does not constitute a “change in the ownership of a corporation” or a “change in the ownership of a substantial por...