Aggregate Share Value definition
Aggregate Share Value has the meaning set forth in Section 6.16.
Aggregate Share Value means the aggregate amount of cash and the fair market value of Marketable Securities received by BDT in respect of the BDT Shares in connection with any Liquidity Event, which (to the extent applicable to the calculation therefor) shall be determined assuming that all Options issued under the Plan and outstanding and “in the money” at the date of the Liquidity Event (but excluding Options (including, without limitation, Options granted hereunder) which by their terms lapse and are canceled without payment therefor in conjunction with the occurrence of such Liquidity Event or are “out of the money”) are exercised for cash immediately prior to the Liquidity Event and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, shares of Common Stock are so exchanged or converted immediately prior to the Liquidity Event. Aggregate Share Value shall also include any cash or the fair market value of Marketable Securities received by BDT in respect of the BDT Shares following the Grant Date and prior to such Liquidity Event, including, but not limited to, BDT’s receipt of cash or Marketable Securities in consideration for the sale of BDT Shares or receipt of any cash dividend with respect to BDT Shares by BDT following the Grant Date. Notwithstanding the foregoing, in the event of a Liquidity Event that does not constitute a Change in Control, the Aggregate Share Value shall be calculated by taking the aggregate amount of cash and the fair market value of Marketable Securities received by BDT with respect to each BDT Share in the Liquidity Event and multiplying that amount by the number of BDT Shares owned by BDT immediately prior to the Liquidity Event. For the avoidance of doubt, (x) the purpose of the foregoing is to treat a Liquidity Event that does not constitute a Change in Control as a full exit by BDT for purposes of calculating the Aggregate Share Value and (y) any payment to BDT in respect of shares of preferred stock in the Company held by it shall not be taken into account in calculating the return to BDT for purposes of determining vesting of Performance-Based Options. Notwithstanding anything herein to the contrary, the portion of the Aggregate Share Value received in conjunction with the Liquidity Event shall in all events be determined by the Committee in good faith using an enterprise valuation multiple equal to the greater of (i) 12x the consolidated earnings before...
Aggregate Share Value means an amount equal to the product of (i) the number of shares of PW Common Stock issued to Seller on the Closing Date multiplied by (ii) the Measurement Price.
Examples of Aggregate Share Value in a sentence
If the Aggregate Share Value as of the Vesting Event does not exceed the Aggregate Floor Value, or if the ▇▇▇▇▇ Entities do not achieve an internal rate of return, compounded annually, of at least 14%, no portion of the Exit Options shall become exercisable.
So that Purchaser may calculate the Aggregate Share Value pursuant to Section 1.5(b)(2), Ventures shall provide Purchaser with an estimate of amounts to be paid by Ventures at or prior to the Closing at least two days prior to the Effective Time.
If the Aggregate Share Value on the date of such Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event.
If the Aggregate Share Value at the date of the Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event.
If the Aggregate Share Value at the date of the Vesting Event is at least equal to the Aggregate Maximum Value, all of the Exit Options shall become exercisable as of the Vesting Event.
More Definitions of Aggregate Share Value
Aggregate Share Value means the aggregate amount of cash and Marketable Securities received by OTPP in connection with any Change in Control, which shall be determined assuming that all Options issued under the Plan and outstanding at the date of the Change in Control (but excluding Options (including, without limitation, Options granted hereunder) which by their terms are canceled in conjunction with the occurrence of such Change in Control) are exercised for cash immediately prior to the Change in Control and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, shares of Common Stock are so exchanged or converted immediately prior to the Change in Control. Aggregate Share Value shall include any cash or Marketable Securities received prior to such Change in Control by OTPP arising from and directly related to OTPP’s ownership of Common Stock, including, but not limited to, OTPP’s receipt of cash or Marketable Securities in consideration for the sale of Common Stock or receipt of any cash dividend with respect to Common Stock by OTPP.
Aggregate Share Value means the aggregate amount of cash and Marketable Securities received by OTPP in connection with any Change in Control, which shall be determined assuming that all Options issued under the Plan and outstanding at the date of the Change in Control (but excluding Options (including, without limitation, Options granted hereunder) which by their terms are canceled in conjunction with the occurrence of such Change in Control) are
Aggregate Share Value means (i) $95 million, (ii) plus Wired Cash at Closing, (iii) minus Wired Borrowings at Closing, (iv) minus Wired Adjusted Working Capital Shortfall at Closing, (v) minus the Closing Expense Adjustment Amount (as such terms are hereinafter defined); provided, however, that (x) the Aggregate Share Value may be decreased, and the Cash Portion increased, by such amount, if any (not to exceed Wired Cash at Closing), as Purchaser may specify no later than the third trading day preceding the Effective Time (as hereinafter defined), and (y) to the extent the Merger Shares would otherwise exceed 19.9% of the outstanding capital stock of Purchaser as of the Closing Date, the Aggregate Share Value shall be decreased and the Cash Portion shall be correspondingly increased. Notwithstanding the foregoing, the Aggregate Share Value shall not be decreased if and to the extent such decrease would result in the Cash Value exceeding twenty percent (20%) of the Total Value. For purposes hereof, "Cash Value" shall mean the sum of (i) the Cash Portion plus (ii) $9.8 million plus (iii) the dollar amount of the cash to be paid with respect to fractional shares pursuant to Section 1.6(e) plus (iv) two multiplied by the cash amount which would have been paid to the holders of Dissenting Shares (as defined in Section 1.7) if such holders had not dissented plus (v) two multiplied by the amount equal to (A) the number of shares of Purchaser Common Stock which would have been issued to the holders of Dissenting Shares if such holders had not dissented multiplied by (B) the closing price of Purchaser Common Stock on the trading date immediately prior to the Effective Time. For purposes hereof, "Total Value" shall mean (x) the number of shares of Purchaser Common Stock issued to the holders of Ventures Common Stock, Ventures Series A Preferred, Ventures Series B Preferred and Ventures Series C Preferred pursuant to Section 1.6 (other than to the holders of Dissenting Shares and other than such shares as are placed in the Escrow Fund pursuant to Section 1.6(d)) multiplied by the closing price of Purchaser Common Stock on the trading date immediately prior to the Effective Time plus (y) the Cash Value. Immediately following the close of trading on the trading date immediately prior to the Effective Time (or the business day immediately prior to the Effective Time, if later), Purchaser will calculate the Aggregate Share Value and provide such calculation to Ventures in writing.
Aggregate Share Value means the aggregate amount of cash and Marketable Securities received by OTPP in connection with any Change in Control, which shall be determined assuming that all Options issued under the Plan and outstanding at the date of the Change in Control (but excluding Options (including, without limitation, Performance Options granted hereunder) which by their terms are canceled in conjunction with the occurrence of such Change in Control) are exercised for cash immediately prior to the Change in Control and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, shares of Common Stock are so exchanged or converted immediately prior to the Change in Control. Aggregate Share Value shall include any cash or Marketable Securities received prior to such Change in Control by OTPP arising from and directly related to OTPP’s ownership of Common Stock, including, but not limited to, OTPP’s receipt of cash or Marketable Securities in consideration for the sale of Common Stock or receipt of any cash dividend with respect to Common Stock by OTPP.
Aggregate Share Value means the sum of (i) the aggregate Liquidation Preference (as defined in the Series C Certificate of Designation) of the shares of Series C Preferred Stock acquired by the applicable Investor pursuant to the Restructuring Agreement and (ii) the product of (x) the number of Restructuring Shares acquired, or acquirable on the Closing Date (without regard to any limitations on beneficial ownership contained in the Series D Certificate of Designation) upon conversion of the shares of Series D Preferred Stock acquired, by the applicable Investor pursuant to the Restructuring Agreement and (y) the average of the closing bid prices of the Common Stock for the five trading days immediately preceding the Closing Date. A Periodic Amount shall not accrue or be payable pursuant to this Section 8(d) with respect to more than one Event outstanding at any time.
Aggregate Share Value means the product of (i) the price per Share received for the ▇▇▇▇▇ Shares sold on or prior to the Vesting Event (whether pursuant to a merger or consolidation, a sale of capital shares or all or substantially all of its assets, or otherwise), which shall be determined assuming, to the extent necessary, that, in regard to a sale occurring on the date of the Vesting Event, all Options issued under the Plan and outstanding at the date of the Vesting Event (but excluding Options (including, without limitation, Performance Options granted hereunder) which by their terms are canceled without payment in conjunction with the occurrence of such Vesting Event) are exercised with cash and settled in Shares immediately prior to the Vesting Event and that any “in the money” securities convertible or exchangeable into, and all such other warrants, options and other rights exercisable for, Shares are so exchanged or converted immediately prior to the Vesting Event and (ii) the ▇▇▇▇▇ Shares. If prior to the Vesting Event, ▇▇▇▇▇ has received a return on their investment through an Adjustment Event, such return shall be equitably factored in to the determination of the Aggregate Share Value as deemed equitable and appropriate in the full discretion of the Committee.
Aggregate Share Value means $399,000,000.