Pro Forma Value definition

Pro Forma Value means the market value of outstanding equity securities of Gottschalks (based upon a 20 trading day average closing price for publicly traded equity securities), plus the debt reflected on Gottschalks' balance sheet, less any cash on such balance sheet, immediately following the consummation of the acquisition, merger or other business combination transaction. Section 1.14 "Standstill Extension Term" has the meaning set forth in Section 3.6(a). Section 1.15 "Standstill Period" has the meaning set forth in Section 3.6(a). Section 1.16 "Stockholders' Agreement" means that certain Stockholders' Agreement among ECI, Gottschalks, J▇▇▇▇▇ ▇▇▇▇ and B▇▇▇ ▇▇▇▇ dated the date hereof. Section 1.17 "Asset Purchase Agreement" has the meaning set forth in the recitals of this Agreement. Section 1.18 "Subsidiary" means any corporation, partnership limited liability company, joint venture, business trust or other entity of which the specified person, directly or indirectly, owns or controls 50% or more of the securities or other interests entitled to vote in the election of directors (or others performing similar functions) with respect to such corporation or other organization, or otherwise has the ability to control such corporation, partnership, limited liability company, joint venture, business trust or other entity.
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Pro Forma Value means the sum of (y) the Total Value plus (z) the aggregate exercise price of all Company Stock Options for which a cancellation agreement has been received pursuant to Section 1.4(h) hereof.
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Pro Forma Value means the market value of outstanding equity securities of Gottschalks (based upon a 20 trading day average closing price for publicly traded equity securities), plus the debt reflected on Gottschalks' balance sheet, less any cash on such balance sheet, immediately following the consummation of the acquisition, merger or other business combination transaction.
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Examples of Pro Forma Value in a sentence

  • Section 1.13 "Pro Forma Value" means the market value of outstanding equity securities of Gottschalks (based upon a 20 trading day average closing price for publicly traded equity securities), plus the debt reflected on Gottschalks' balance sheet, less any cash on such balance sheet, immediately following the consummation of the acquisition, merger or other business combination transaction.

  • Section 1.6 "Covered Transaction" means any merger, consolidation, other business combination, liquidation, sale of Gottschalks or all or substantially all of the assets of Gottschalks or any other change of control of Gottschalks or similar extraordinary transaction but excluding an acquisition by Gottschalks involving an amount which is less than 50% of the Pro Forma Value of Gottschalks after the acquisition and in which Gottschalks remains in control following the acquisition.

Related to Pro Forma Value

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Pro Forma Event has the meaning assigned to that term in the definition of “Pro Forma Basis”.

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.