Total Equity Value

Total Equity Value. Means the aggregate fair value of all of the Common Stock as most recently determined pursuant to Section 27 of the Plan (on a fully diluted basis, including, without limitation and in accordance with U.S. generally accepted accounting principles, the conversion of convertible preferred stock into Common Stock, the exercise of the AOL Warrant for Common Stock and the exercise of all outstanding Options).

Total Equity Value. With respect to the Executive, an amount equal to the sum of: (i) all special payments made by the Employer to the Executive during the Employment Period other than the Base Salary, the Annual Bonus and benefits paid to employees generally; (ii) the positive difference between (A) the aggregate proceeds received by the Executive prior to the date of the Change of Control with respect to sales of equity interests in the Employer and any Company Affiliate owned by the Executive and (B) the... aggregate purchase price paid by the Executive with respect to such equity interests, plus (iii) the value, as hereinafter determined, of all equity interests in the Employer or any Company Affiliate held by the Executive on the date of the Change of Control (whether vested or unvested). The value of such equity interests shall be an amount equal to the difference between (A) the aggregate value of the consideration paid (excluding debt assumed) with respect to such equity interests as a result of the Change of Control and (B) the aggregate purchase price paid by the Executive for such equity interests. View More

Total Equity Value. For purposes of calculating the Transaction Fee with respect to a Transaction, shall mean: V = W times X, where: V means the Total Equity Value; W means total number of shares of the Company's equity securities outstanding at the time of the Transaction on a fully diluted basis to be determined by the Accounting Firm in accordance with ... Generally Accepted Accounting Principles under the terms of the second sentence of subsection 4(f) hereof; and X means the per share value received by any holder of the Company's equity securities who sells, exchanges, converts, or otherwise disposes of shares held thereby under and/or pursuant to the Transaction. View More

Total Equity Value. A = B multiplied by C, where: A means the Total Equity Value; B means the total number of shares of the Company's common stock, par value $.001 per share ("Common Stock"), outstanding at the time of the Transaction (or at the time of each event in the case of a Transaction ... consisting of a series of events) on a fully diluted basis to be determined by PricewaterhouseCoopers LLP, or any other nationally recognized accounting firm selected by the Company (the "Accounting Firm"), in accordance with Generally Accepted Accounting Principles; and C means the per share value received or to be received (including by way of one or more distributions to the Company's shareholders following a series of events constituting a Transaction when such series includes one or more events described in Sections 2(b)(ii) or (iii) below) by a holder of the Company's Common Stock pursuant to the Transaction to be determined by the Accounting Firm. Notwithstanding the foregoing, in the event Total Equity Value, as determined under the above equation, exceeds $90,000,000, Total Equity Value shall be deemed to mean $90,000,000 for purposes of this Plan. View More

Total Equity Value. Means, as of any date of determination, an amount equal to (i) the product of (A) the FMV Multiplier as of the applicable Measurement Date and (B) EBITDA for the twelve months ending on the Measurement Date, minus (ii) Indebtedness of the Company and its Subsidiaries as of the Measurement Date, plus (iii) Cash as of the Measurement Date, minus (iv) the aggregate liquidation value of all Preferred Stock that is then outstanding, together with all accrued and unpaid dividends thereon, minus (v)... the aggregate amount of all Option Bonuses, calculated as of the Measurement Date as if if payable on such date. View More