Net Aggregate Value definition

Net Aggregate Value means $150,000,000 less (i) the sum of (A) the aggregate amount outstanding (including accrued interest) as of the end of the day of the Effective Time under the Credit Agreement plus (B) the aggregate amount outstanding (including accrued interest) as of the end of the day of the Effective Time under all promissory notes issued by the Company plus (C) the Company Expense Amount (as defined in Section 7.10) plus (D) $75,000 (one-half of the agreed credit balance accounts receivable amount) plus (E) $55,000 (one-half of the expected premium cost of the Environmental Insurance Policy), plus (ii) the sum of (A) the aggregate amount outstanding (including accrued interest, except for the accrued interest on the six $450,000 notes receivable from certain Breg executives) as of the end of the day of the Effective Time under all promissory notes held by the Company (not including the portion of any promissory note provided to the Company in connection with the exercise of Company Stock Options for the payment of income and employment taxes of the exercising option holder that the Company will pay to the applicable taxing authorities after the date of the Effective Time) plus (B) the aggregate cash amount paid to the Company after the date of this Agreement and prior to the end of the day of the Effective Time (other than by providing a promissory note to the Company for the exercise of Company Stock Options, which instead will be taken into account under (ii)(A) hereof) in connection with the exercise of Company Stock Options pursuant to Section 3.04 plus (C) the amount of cash held by the Company as of the end of the day of the Effective Time (the "Closing Cash") (not later than two business days prior to the Effective Time, the Company shall deliver to Parent a good faith estimate of the Closing Cash along with such supporting information as Parent may reasonably request), and plus or minus, as the case may be, (iii) the amount of any Estimated Working Capital Adjustment calculated pursuant to Section 3.06(a). Any cash payment made by an exercising option holder to exercise Company Stock Options after the date of this Agreement and prior to the Effective Time shall be taken into account under (ii)(B) and not (ii)(C) hereof.
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Net Aggregate Value with respect to any firm bid means the aggregate cash value of the firm bid, net of all applicable fees and expenses and taking into account any price fluctuation provision permitted under this definition of “firm bid”; provided, that, with respect to any firm bid that has been accepted by the Company prior to or at the time of valuation, such firm bid shall be valued at the aggregate cash purchase price received by the Company in respect of such firm bid.
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Examples of Net Aggregate Value in a sentence

  • The Net Aggregate Value shall be adjusted pursuant to clause (iii) of the definition of Net Aggregate Value in Section 3.01(a) either (x) upward by the amount the Estimated Closing Working Capital is greater than $7,610,000 (the "Target Working Capital"), or (y) downward by the amount the Estimated Closing Working Capital is less than the Target Working Capital (such adjustment being the "Estimated Working Capital Adjustment").

  • For the avoidance of doubt, the payment of any promissory note pursuant to this Section 7.12(a) shall not be taken into account and reduce the Net Aggregate Value.

Related to Net Aggregate Value

  • Aggregate Value means, with respect to any block of Equity Stock, the product of (i) the number of shares of Equity Stock within such block and (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Aggregate Funded Spread As of any Measurement Date, the sum of: (a) in the case of each Floating Rate Obligation (other than a Defaulted Obligation) that bears interest at a spread over a reference rate based index that is a Benchmark-based Index or is the same as the then-current Benchmark applicable to the Floating Rate Debt (including, for any Permitted Deferrable Obligation, only the excess of the required current cash pay interest required by the Underlying Documents thereon over the applicable index and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation), (i) the stated interest rate spread paid in Cash on such Collateral Obligation above such index multiplied by (ii) the Principal Balance of such Collateral Obligation; provided that (i) with respect to any Floor Obligation, the stated interest rate spread paid in Cash on such Collateral Obligation over the applicable index shall be deemed to be equal to the sum of (x) the stated interest rate spread paid in Cash over the applicable index and (y) the excess, if any, of the specified “floor” rate relating to such Collateral Obligation over the greater of zero and the applicable index and (ii) the interest rate of each Step-Up Obligation will be deemed to be its current rate of interest and the interest rate of each Step-Down Obligation will be deemed to be the lowest rate of interest that such Collateral Obligation will by its terms pay in the future solely as a function of the passage of time; and (b) in the case of each Floating Rate Obligation (including, for any Permitted Deferrable Obligation, only the required current cash pay interest required by the Underlying Documents thereon and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at a spread over an index other than a reference rate based index that is a Benchmark-based Index or is the same as the then-current Benchmark applicable to the Floating Rate Debt, (i) the excess of (x) the sum of such spread and the greater of such index or any applicable floor paid in Cash over (y) the Benchmark applicable to the Floating Rate Debt as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance of each such Collateral Obligation.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • Reference Value means the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

  • Reference Amount means, for each share of Mandatory Convertible Preferred Stock, an amount equal to the sum of the following amounts: