Change in Control Consideration

Change in Control Consideration. An amount equal to the aggregate value (as determined by the Administrator in its sole discretion) of all cash, securities and other property or rights that in connection with a Change in Control are receivable by or distributable to all holders of all capital stock of the Company and all holders of securities that are convertible into, or exchangeable for, the capital stock of the Company, in each case assuming the maximum amount payable with respect to any Contingent Consideration. For... purposes of the preceding sentence, amounts payable under the Plan that reduce the aggregate value receivable by or distributable to such holders of capital stock and convertible securities shall be treated as receivable by such holders. View More

Change in Control Consideration. The Fair Market Value of the total consideration paid by a buyer (whether to the Company or its stockholders) to acquire the Company in a transaction constituting a Change in Control, as expressed as a dollar amount, whether consideration is paid at the closing of such transaction or as Deferred Payments