Gross Transaction Value definition

Gross Transaction Value means the total amount of cash and the fair market value on the date which is five days prior to the consummation of the transaction (the “Valuation Date”) of all other property paid or payable directly or indirectly to the Company, its subsidiaries or any of their respective security holders in connection with a transaction (including (i) amounts paid to holders of any warrants or convertible securities of the Company or its subsidiaries and to holders of any options or stock appreciation rights issued by the Company or its subsidiaries, whether or not vested; (ii) the total amount of indebtedness for borrowed money or similar non-trade liabilities or obligations (including unfunded pension liabilities, guarantees, capitalized leases and the like) of the Company or its subsidiaries repaid, retired, extinguished or assumed in connection with, or which otherwise remains outstanding as of the closing of, a transaction; and (iii) the fair market value of any assets of the Company or its subsidiaries (including working capital items) which are retained by or otherwise distributed to their respective stockholders or affiliates in anticipation of or in connection with a transaction). With respect to any Sale Transaction, when calculating Gross Transaction Value, (1) all shares will be deemed transferred where a transaction is effected by the transfer of shares (A) constituting 25% or more of the then outstanding equity securities of or equity interest in the Company or its subsidiaries or affiliates, or (B) possessing 25% or more of the then outstanding voting power of the outstanding equity securities of or equity interest in the Company or its subsidiaries or affiliates, (2) the value of any securities issuable in connection with a transaction (whether debt or equity) that have an established public market (including any such securities subject to resale restrictions) will be determined on the basis of the last closing price in such market on the Valuation Date; and the value of securities that have no established public market or other property will be the fair market value of such securities or other property on such Valuation Date as determined in good faith and upon mutual agreement of the Company and Yucaipa, and (3) all present value calculations will utilize a discount rate equal to the prime rate published in The Wall Street Journal on the Valuation Date (the “Prime Rate”). In the event an agreement for a transaction provides for escrowed or contingent...
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Gross Transaction Value means the value of each AMP Referred Transaction in the relevant currency, excluding applicable taxes (including VAT) and postage/delivery fees;
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Examples of Gross Transaction Value in a sentence

  • The Company shall pay MDB a cash fee (the “Fee”) equal to ten percent (10%) of the Gross Transaction Value (defined below) of any Offering, which is due and payable at the time of each closing of an Offering (“Closing”) (directly from escrow, if an escrow account is used).

  • The term “*Adjusted Gross Transaction Value” means, for any Determination Date, an amount equal to * times the Adjusted Gross Transaction Value for the preceding 30 calendar days.

  • The term “Target Percentage” means (i) *% for a * Adjusted Gross Transaction Value of $* to $*, (ii) *% for a * Adjusted Gross Transaction Value of $* to $*, (iii) *% for a * Adjusted Gross Transaction Value of $* to $* and (iv) *% for a * Adjusted Gross Transaction Value in excess of $*.

  • Adjusted Gross Transaction Value shall be calculated in accordance with the terms of the Outsourcing Agreement.

  • INSTAPAYMAX shall have the right to terminate the Agreement immediately in the event Chargeback to Gross Transaction Value Ratio goes beyond 1%.

  • If Yucaipa agrees to serve as consultant or advisor with respect to any such transaction no separate agreement will be required and the Company will (i) pay Yucaipa a cash fee in connection with each such transaction equal to 1.0% of the Gross Transaction Value of such transaction and (ii) reimburse Yucaipa for all documented out-of-pocket costs, expenses and fees incurred in connection with each such transaction.

  • By way of example, if for any Determination Date the *Adjusted Gross Transaction Value is equal to $*, then the *Fees would equal *% of the initial $* ($*) plus *% of the remaining $* ($*), or $*.

  • THE SERIES #FLATIRON INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING AGREEMENT.

  • The Fees, as a percentage of Gross Transaction Value, are set forth below: $3,000,000 8% Fees are due and payable at the time of each closing of an Offering (“Closing”) exclusively from the proceeds of the Offering (directly from escrow).

  • For the purpose of this Agreement, "Gross Transaction Value" or "GTV" means, for each Consumed Transaction, the total price (including taxes and fees) actually paid by Customers to Expedia or an Expedia Group Member on whose behalf Affiliate has directly effectuated the Transaction with Expedia and that Transaction is deemed to be a Consumed Transaction by Expedia.

Related to Gross Transaction Value

  • Transaction Value : means the actual contract value (the bid sum or price) in South African currency, inclusive of all applicable taxes in respect of the goods, services or construction works that are contracted for.

  • Disposition Value means, at any time, with respect to any property

  • Capitalization Value means the sum of (i) Combined EBITDA capitalized at an annual interest rate equal to 8.25%, and (ii) Cash and Cash Equivalents, and (iii) Construction Asset Cost.

  • Termination Value means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the ▇▇▇▇-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.