Transaction Enterprise Value definition
Transaction Enterprise Value means an amount equal to the total proceeds and other consideration paid or received and to be paid or received in a transaction pursuant to the HNR Proposal in respect of which Seller has exercised its termination right pursuant to Section 8.1(c)(ii) (which shall be deemed to include amounts paid or to be paid into escrow), and in the case of a partnership, joint venture or recapitalization or similar transaction, contributed or to be contributed, in connection with a transaction, including, without limitation: (i) cash; (ii) notes, securities and other property valued at the fair market value thereof; (iii) all Indebtedness of the acquired entities (other than guarantees) outstanding as of the closing date of the transaction or directly or indirectly assumed, refinanced, extinguished or consolidated; (iv) payments to be made in installments; (v) any contingent payments (whether or not related to future earnings or operations); (vi) any extraordinary or special dividends or distributions paid in connection with the transaction and (vii) the difference (which may be positive or negative) between the current liabilities and the current assets of the acquired entities on a consolidated basis (calculated in each case using the same methodology used in the HNR SEC Documents) outstanding as of the closing date of the transaction; provided that the Transaction Enterprise Value shall not include any consideration or proceeds paid to or received by HNR or its Affiliates in connection with any sale or disposition of HNR’s interest in Gabon that has not been made in connection with the transactions contemplated by the HNR Proposal in respect of which Seller has exercised its termination right pursuant to Section 8.1(c)(ii).