Total Transaction Value definition

Total Transaction Value means $25,000,000; provided however, that if the Company’s Third Party Expenses (as defined in Section 5.5) exceed $2,270,000, then the Total Transaction Value shall be reduced to the extent that such Third Party Expenses exceed $2,270,000.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Total Transaction Value means (i) in the event of the sale of the El Capitan Property as an individual asset (or together with other assets not constituting all or substantially all of the assets of the Company), the aggregate value of consideration received by the Company in consideration of the El Capitan Property, or (ii) in the event of a merger, consolidation, sale of all or substantially all of the assets of the Company, the aggregate value of consideration received by the Company and its shareholders in the transaction, in either case including cash, stock, financial instruments or other consideration received by the Company and its shareholders in the transaction. Notwithstanding the foregoing, in the event the consideration to the Company and/or its shareholders is paid over time, Executive shall be entitled to the payment of the Transaction Bonus as such consideration is received by the Company and/or its shareholders.

Total Transaction Value means $45,000,000; provided however, that if the Company’s Third Party Expenses (as defined in Section 5.3) exceed $275,000, then the Total Transaction Value shall be reduced to the extent that such Third Party Expenses exceed $275,000.

Examples of Total Transaction Value in a sentence

• If any Reservation is payable at the time that a Car Rental is picked up and not at the time the Reservation is made (a “Pay Local” Reservation), then BTL is unable to collect Car Gross Profit or Car Total Transaction Value (as applicable) for a no show.

• The goals of the asset auctions are to maximize the net Total Transaction Value (“TTV”), which reflects all of the cash and non-cash elements of the transaction(s), realized from the sale(s) in order to minimize Stranded Costs, to provide a market-based determination of Stranded Costs, and to establish a competitive energy market, while at the same time providing certain employee and host community protections as set forth herein.

• The goals of the asset auctions are to maximize the net Total Transaction Value 435 (“TTV”), which reflects all of the cash and non-cash elements of the transaction(s), realized 436 from the sale(s) in order to minimize Stranded Costs, to provide a market-based determination 437 of Stranded Costs, and to establish a competitive energy market, while at the same time 438 providing certain employee and host community protections as set forth herein.

• Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Total Transaction Value.

• Therefore, the "Total Transaction Value" referred to above shall include (i) any and all deferred installments of the transaction price for the sale of a Membership Interest and (ii) any portion of the transaction price held in escrow at Closing.

More Definitions of Total Transaction Value

Total Transaction Value means the sum of (i) all cash (after the adjustments set forth in this Agreement are made) payable to Seller under Section 2.5,(ii) the aggregate market value of all Stock that has not been sold by Seller or has been distributed to Seller's stockholders as of the date of receipt by Seller of notice from Buyer of any claim for indemnification for Damages (such aggregate market value to be determined by using the closing price of the Stock as reported on the Nasdaq stock market on the date the notice of such claim is deemed delivered pursuant to Section 13.6 (or, if there is no closing price reported on such date, on the last date immediately preceding such date on which a closing price was reported)) and (iii) the total Proceeds received by Seller from all Stock that has been sold by Seller as of the date of receipt

Total Transaction Value means $191,000,000; provided, however, that the Total Transaction Value shall be adjusted as set forth in Section 2.6 herein.

Total Transaction Value means, with respect to a Two-Step Change of Control, (i) all cash (including, without limitation, all Indebtedness Assumed) paid by AIRO Group Holdings for Aspen equity securities in the AIRO/Aspen Merger, plus (ii) the fair market value of all AIRO Group Holdings Common Stock issued and outstanding (on a fully diluted basis) paid by AIRO Group Holdings for Aspen equity securities in the AIRO/Aspen Merger (immediately prior to the closing of the Two-Step Transaction Change of Control). As used herein, the phrase “the fair market value of all AIRO Group Holdings Common Stock” shall mean an amount equal to one issued and outstanding share of AIRO Group Holdings Common Stock, multiplied by the value attributed to such share in the closing of the Two-Step Transaction Change of Control (i.e., the value per such share stated in the merger agreement for the SPAC Merger, or trading price of such share listed or quoted on the primary national securities exchange for such share as of the close of trading on the first day of trading in connection with the IPO, multiplied by all of the issued and outstanding shares of AIRO Group Holdings Common Stock (immediately prior to the closing of the Two-Step Transaction Change of Control).

Total Transaction Value shall include any form of payment, other than payments under personal service contracts, made by the acquiring company to or for the benefit of the stockholders of the acquired company, including any separate transaction 205 E. Central Blvd., Suite 600 - Orlando, Florida 328O1 ▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ - ▇▇▇ (▇▇▇) ▇▇▇- ▇▇▇▇ ▇▇. Michael N. ▇▇▇▇▇▇ ▇▇gust 10, 2000 Page 2 affec▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ by the stockholders of the acquired company and used by the Company or any acquired company (e.g., purchase or lease of any real estate, other fixed assets, or other assets owned by the stockholders of any acquired company). If any part of the total transaction value shall be contingent upon future earnings or other contingencies, then iVest's fees shall be payable as and when such payments are actually made.

Total Transaction Value means $11,472,606.

Total Transaction Value means the fair market value of all securities or assets transferred in an Indirect Transfer, which shall be determined in accordance with the Valuation Mechanic.

Total Transaction Value means the sum of (i) the Closing Cash Consideration, plus (ii) Working Capital Escrow Amount, plus (iii) the Unitholders’ Representative Escrow Amount, plus (iv) the product of (x) the Stock Consideration (disregarding, for these purposes, the proviso in the definition of “Stock Consideration”), multiplied by (y) the closing trading price of the Parent Common Stock on the Nasdaq Global Market as reported by The Nasdaq Stock Market on the last trading day immediately prior to the Closing Date.