Net Transaction Value definition
Examples of Net Transaction Value in a sentence
Notwithstanding anything to the contrary herein, on the Closing Date, ten percent (10%) of the Merger Shares otherwise issuable to the holders of ASA Acquisition Shares shall be deposited by Parent in escrow in accordance with Section 4(f) below for the express purpose of providing a fund to pay the obligations of the ASA Acquisition Shareholders arising under Article 11 or any adjustment to the Net Transaction Value pursuant to Section 4.1(g).
If the Estimated Net Working Capital is greater than Twelve Million Dollars ($12,000,000) (such amount, the "Net Working Capital Surplus"), the Net Transaction Value shall be adjusted upward on a dollar-for-dollar basis by the amount of such Net Working Capital Surplus.
For purposes of this Section 7.3, the term "Enhanced Transaction" shall mean the purchase of substantially all or a significant portion of the assets of GABCO in a transaction in which the Net Transaction Value exceeds the Net Transaction Value that would have applied if the asset purchase contemplated by the Reorganization Agreement had been completed September 1, 2000 in accordance with the terms of the Reorganization Agreement.
For purposes of this Agreement, "Scaled Payment Amount" shall be $428,000 plus the result of the following equation: $2,772,000 x Net Transaction Value - Cumulative Total Debt --------------------------------------------- $850 Million - Cumulative Total Debt Notwithstanding anything to the contrary in this Agreement or elsewhere, in no event can the Scaled Payment Amount exceed $3,200,000.
The term "Net Transaction Value," as of any date on which GABCO's assets are or hypothetically would have been acquired, means an amount equal to (a) the aggregate fair value of the assets of GABCO to be acquired, as determined in good faith by the Company and Investor, less (b) the aggregate consideration (whether cash, Common Stock, assumption of liabilities or other consideration) payable by the Company in such transaction.