Aggregate Valuation definition

Aggregate Valuation means the sum of (i) the Company Valuation, plus (ii) the Parent Valuation.

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Aggregate Valuation means the sum of (a) the Merger Partner Valuation, plus (b) the Public Company Valuation.

Aggregate Valuation means the total amount of all cash, securities, contractual arrangements and other properties paid or payable, directly or indirectly, in connection with a Stock Transaction or an Asset Transaction (including, without limitation, amounts paid (1) in excess of the ordinary course pursuant to covenants not to compete, employment contracts, employee benefit plans, management fees or other similar arrangements, and (2) to holders of any warrants, stock purchase rights or convertible securities of the Company and to holders of any options or stock appreciation rights issued by the Company, whether or not vested) or, if in connection with a Majority Ownership Change or Majority Board Change, the fair market value of the Company’s equity securities at the time of either such event. Aggregate Valuation in all such cases shall also include the amount of any short-term debt and long-term liabilities of the Company (including the principal amount of any indebtedness for borrowed money and capitalized leases and the full amount of any off-balance sheet financings) (1) repaid or retired in connection with or in anticipation of a Change in Control and (2) existing on the Company’s balance sheet at the time of a Change in Control if such Change in Control results from a Stock Transaction, Majority Ownership Change or Majority Board Change, or assumed in connection with a Change in Control, if such Change in Control results from an Asset Transaction. For purposes of calculating the amount of revolving credit debt in the preceding sentence, the arithmetic mean of the amount of revolving credit debt outstanding on the last day of each month during the 12 months preceding the Change in Control. If the Change in Control takes the form of an Asset Transaction, Aggregate Valuation shall include (i) the value of any current assets not purchased, minus (ii) the value of any current liabilities not assumed. If the Change in Control takes the form of a recapitalization, restructuring, spin-off, split-off or similar transaction, Aggregate Valuation shall 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 securities received by the Company’s security holders in exchange for or in respect of securities of the Company following such transaction (all securities received by such security holders being deemed to have been paid to such security holders in such transaction).

Examples of Aggregate Valuation in a sentence

For purposes hereof, "Aggregate Valuation of the Company" shall mean the Fair Market Value of one share of the Company's Common Stock, determined in the manner set forth in Section 1(b)(iii), multiplied by the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon exercise of this Warrant, or deemed to have been issued pursuant to Subsections 3(a)(ii)(3) and 3(a)(iii)) as of such date.
ATAPCO, ATRECO and Gateway acknowledge and agree that Schedule 1.1(d) sets forth the Aggregate Valuation as of October 31, 1998.
For the purposes of this Section 3 (c), the "Aggregate Valuation" shall be determined in good faith by the Board of Directors based upon a written independent evaluation provided by a nationally recognized investment banking firm.
The Aggregate Valuation Amount of Collateral and Covered Assets covered in the Evaluation Report, together with the Aggregate Valuation Amount of Collateral and Covered Assets not covered in the Evaluation Report (but, in each case, the Designated Valuation Amount for which is determined pursuant to the provisions set forth in the definition of such term) shall reflect an Aggregate Valuation Amount as of the Closing Date of not less than $1,100,000,000.
Pursuant to negotiations, TSET and EdgeAudio have established an agreed-in-principle aggregate earn-out valuation for EdgeAudio of $6,750,000 (the "Aggregate Valuation"), with an agreed initial valuation for EdgeAudio of $3,000,000 (the "Initial Valuation").

More Definitions of Aggregate Valuation

Aggregate Valuation means the sum of (i) the Company Valuation, plus (ii) the MEDS Valuation.

Aggregate Valuation means the sum of (i) the Company Valuation, plus (ii) the Utah Valuation.

Aggregate Valuation means the aggregate value as set forth on Schedule 1.1(d) of those Assets of the ATAPCO Group described on Schedule 1.1(d), as adjusted in accordance with Section 3.1.

Aggregate Valuation means the sum of (A) the Q32 Equity Value, plus (B) the Homology Valuation, plus (C) the Concurrent Financing Proceeds.

Aggregate Valuation means the Company Valuation plus the Parent Valuation.

Aggregate Valuation means the sum of the (i) Otonomo valuation, plus (ii) the Urgently valuation.

Aggregate Valuation means the sum of (i) the Kiq Valuation, plus (ii) the Unum Valuation.