Aggregate Consideration

Aggregate Consideration. Only the total equity consideration, that is exchanged or received, or to be exchanged or received directly or indirectly by the Company or any of its security holders or subsidiaries or affiliates in connection with an M&A Transaction, including any amounts paid or received, or to be paid or received under any employment agreement (to the extent the amounts in the employment agreement exceed reasonable and customary compensation for actual services to be rendered), consulting agreement,... covenant not to compete, earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with an M&A Transaction. Consideration paid or to be paid other than in cash shall be valued at fair market value, except that liabilities assumed, and notes issued will be valued at their face amount. The fair market value of consideration paid in securities for which there is a recognized trading market shall be based on the closing "offer" price of the securities on the day immediately preceding the closing of the M&A Transaction and shall be computed as if the securities were freely tradable. If the value of any portion of the consideration is not readily determinable as of the applicable closing, then the Company and Newbridge will determine a dollar equivalent by agreement before such closing based on the fair value as defined under US GAAP. Similarly, any amounts to be paid contingent upon future events shall be estimated on the same basis in a manner mutually agreeable to the Company and Newbridge, and that all amounts shall be deemed eligible and paid when the amount is payable or when the amount is released from escrow. View More

Aggregate Consideration. The value of all consideration paid in a Transaction, in whatever form, including, but not limited to cash, cash equivalents, promissory notes, liabilities assumed, payments made to third parties on behalf of a Party, earn-outs, royalties, real property sold or leased, intellectual property sold or licensed, assets, products, or securities and employment agreements, consulting agreements, management agreements provided that, in the case of employment agreements, consulting agreements and... management agreements, the value of the consideration paid under these agreements will only be included in the calculation of Aggregate Consideration to the extent such value exceeds the average consideration paid to such employee by the Company over the previous two years by more than 25%; and provided that payments (including milestone and/or royalty payments) due by the Company to any third party (including Affiliates) will not be deducted from, and will be included in, the calculation of Aggregate Consideration. The fair market value of any noncash component, such as securities (whether debt or equity) or other property, which are part of Aggregate Consideration will be determined as follows: i. The value of securities that are freely tradable on an established public market will be determined by the average closing market prices, weighted by trading volume, for the ten trading days prior to (1) the closing of the Transaction with respect to securities paid at such closing or (2) the date securities are deliverable to the Company or its stockholders with respect to such securities delivered later than the closing; it being understood that for the purposes herein, restricted securities for which there is a public market for the underlying security will be deemed to be valued at the public market price of such securities without applying any type of discount; and ii. The value of securities that are not freely tradable or have no established public market, and the value of Aggregate Consideration that consists of other property, will be the fair market value as of the date the securities or other property are released to the Company or its stockholders, as determined in good faith by Mavericks and the Company, or a mutually agreed third party if Mavericks and the Company cannot agree to valuation. If there is no resolution as to the value under such securities under this subsection by the Parties prior to the closing of a Transaction, then the Company will ensure that sufficient Aggregate Consideration is placed into escrow in the amount of such value claimed by Mavericks, until resolution of such value. View More

Aggregate Consideration. Means the total value of cash and the fair market value (as determined by the Committee) of all securities and other property paid or payable as consideration for a Change in Control. Any such amounts to be paid following the closing of the Change in Control, the receipt of which is contingent upon the occurrence or non-occurrence of some future event(s) or circumstance(s), including, without limitation, amounts of consideration paid at a subsequent closing, and amounts of consideration payable... pursuant to a contingent value or similar right (the "Contingent Consideration"), shall be included in Aggregate Consideration based on the maximum amount of such Contingent Consideration and without regard to contingencies and without any present value reduction, except as otherwise provided herein. View More

Aggregate Consideration. Means, in respect of an issuance of shares of Common Stock (or Convertible Securities) as set forth in Section 11(ii), an amount equal to the sum of the gross offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of Common Stock and Convertible Securities, plus the aggregate amount, if any, payable upon conversion of any such Convertible Securities (assuming conversion in accordance with their terms immediately... following their issuance (and further assuming for this purpose that such Convertible Securities are convertible at such time)). View More