Net Consideration

Net Consideration. Means the total amount of the cash proceeds received by the Company and/or its security holders in connection with a Corporate Transaction after payment of taxes for the Company (if any) and all transaction expenses associated with such Corporate Transaction (with determination of any such "transaction expenses" made pursuant to the terms and conditions of the definitive agreement governing such Corporate Transaction or, if such terms are not defined in such agreement, then otherwise by the... Plan Administrator in good faith), but calculated prior to any payments made or to be made to any holders of any Company debt (including, without limitation, any convertible debt). Net Consideration shall include amounts estimated to be distributable and/or issuable after the Closing pursuant to any escrow, holdback, indemnity, earn-out or similar arrangement, as determined by the Administrator in its sole discretion (each, a "Contingent Amount"). Net Consideration shall be calculated assuming that no amount is paid or payable under this Plan. View More