Aggregate Transaction Value. Shall mean the amount of consideration received by the Company and/or its shareholders (treating any shares issuable upon exercise of options, warrants or other rights of conversion as outstanding), plus the amount of any debt assumed, acquired, remaining outstanding, retired or defeased or preferred stock redeemed or remaining outstanding in connection with the Transaction, including, in the case of a sale or other
... disposition by the Division of assets, the net value of any assets not sold by the Division. In the event that a Sale is structured so as to provide for the Company to retain all or part of the equity securities of the Division, such retained securities shall be deemed to constitute part of the Aggregate Transaction Value and shall be valued immediately following the closing of the Sale. In the event that a Sale takes the form of a sale of substantially all the assets of the Division, any assets retained by the Company shall be deemed to be part of the Aggregate Transaction Value received in connection with the Sale and valued (i) with respect to investments, in an amount equal to the market value of such investments; (ii) with respect to inventories and receivables, in an amount equal to the book value thereof; and (iii) with respect to any other assets, in an amount to be reasonably determined by the parties. For purposes of computing the Aggregate Transaction Value, equity securities traded on a national securities exchange or quoted on the National Association of Securities Dealers National Market System shall be valued at the last closing price thereof prior to the closing of the Sale. Equity securities which are traded over the counter shall be valued at the mean between the latest bid and asked prices prior to such date. Any other unmarketable equity securities or interests or non-cash forms of consideration shall be assumed to have a value equal to their fair market value at the time of the closing, as determined by mutual agreement between WRH and the Company.
View More
