Terminal Equity Value definition

Terminal Equity Value means: (i) in the case of an IPO, the equity value of the Company's outstanding common stock determined based on the public offering price of the Company's common stock in the IPO and the number of shares of common stock outstanding immediately prior to the IPO; (ii) in the case of a Stock Sale, the equity value of the Company's outstanding common stock determined based on the net proceeds distributable in respect of the common stock of the Company that is sold in the Stock Sale and the number of shares of common stock outstanding; and (iii) in the case of an Asset Sale, the aggregate net proceeds that are or would be distributable in respect of all outstanding common stock of the Company assuming that the Company paid off its debt and preferred stock and debt securities, and liquidated on the Asset Sale, and assuming that any right, warrant or option to acquire any common stock of the Company entitled to be exercised is converted immediately prior to the distribution.
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Examples of Terminal Equity Value in a sentence

  • Following the determination of Terminal Equity Value by the valuation firm, the Company and Executive will have a 3 week period to mutually agree that the Terminal Equity Value will be the average or some other permutation of the Board's determination and the valuation firm's determination.

  • Any valuation firm selected must complete its determination within 75 days of its engagement and must base its determination upon the applicable factor(s) identified in the definition of Terminal Equity Value.

  • If Executive disagrees with such valuation by the Board, Executive may, by written notice to the Board no later than 10 days after Executive is notified of the Board's determination of Terminal Equity Value, elect to have a nationally recognized valuation firm conduct a separate determination of such Terminal Equity Value.

  • If the Company and Executive do not agree to a Terminal Equity Value based on those two determinations within 3 weeks, the valuation firm and the Company will choose a second nationally recognized valuation firm by each proposing 3 candidates to the Company and Executive simultaneously within two weeks, and any candidate appearing on both lists will be selected (if more than one candidate appears on both lists the final selection will be determined by chance (i.e., flipping a coin)).

  • After the second valuation firm completes its determination, the Terminal Equity Value used will be the average of the two determinations that are closest in value from among the three determinations (the Board's, the first valuation firm's, and the second valuation firm's).

  • The second valuation firm will have 75 days to complete its determination of Terminal Equity Value (and if not completed the average of the Company's and the fast valuation firm's determinations will be used).

  • The Board shall determine the Terminal Equity Value, and for purposes of an a Asset Sale, the Board shall assume that the Company is a willing seller and sold its assets to a willing purchaser.

  • The Terminal Equity Value shall be determined as of the Trigger Event, except in the case of a Qualifying Termination of Service, in which case the Terminal Equity Value shall be determined as of the date of the Qualifying Termination of Service.

  • If a Trigger Event occurs within nine months following the Qualifying Termination of Service, however, the Terminal Equity Value as of the Trigger Event (and not the Terminal Equity Value as of the Qualifying Termination of Service) shall be used to determine the Cash Bonus.

  • Executive understands and agrees that the Restricted Shares shall not vest and shall have no value unless and until certain trigger events occur, including trigger events requiring a liquidity transaction wherein the Terminal Equity Value of the Company is equal to or in excess of [the minimum Terminal Equity Value].