Aggregate Transaction Value definition

Aggregate Transaction Value means the sum of the aggregate consideration received by the sellers in the transaction (reduced by the present value of any future or contingent obligations retained by the sellers) plus the aggregate liabilities assumed by the acquiring party in the transaction. If the Purchaser or any assignee of the Purchaser, the Company or the Surviving Corporation receives consideration other than cash, the Purchaser may elect to pay the amount due the Stockholder under this Section 5(e) in like kind consideration or in cash.

Aggregate Transaction Value means the product of (x) the Company Stock Number, multiplied by (y) the Cash Consideration.

Aggregate Transaction Value means $570,000,000, which is the sum of (a) the Purchase Price and (b) the aggregate Preferred Unit Face Value of the Preferred Equity.

Aggregate Transaction Value means the amount by which (a) $365,000,000, exceeds (b) the sum of (i) the Pre-Merger Specified Litigation Loss Amount, plus (ii) the Pre-Closing Indemnity Settlement Amount, plus (iii) the Stockholder Representative Committee Escrow Amount plus (iv) the Eligible Debt Securities Amount.

Aggregate Transaction Value means the sum of the License Fees plus the Closing Amount.

Aggregate Transaction Value means (i) with respect to any acquisition of all or a portion of Holdings or a Subsidiary, an amount equal to the sum of the fair market value (as determined by ▇▇▇▇▇▇▇ in good faith) of any securities issued and any other non-cash consideration delivered and any cash consideration paid to Holdings or a Subsidiary or any of their stockholders in connection with the Transaction and the amount of all indebtedness of Holdings or a Subsidiary that is assumed or acquired by a purchaser or retired or defeased in connection with the Transaction, (ii) with respect to any offering of securities by Holdings, or a Subsidiary, the gross proceeds of such offering, (iii) with respect to any acquisition by Holdings or a Subsidiary of all or a portion of any company or any entity, an amount equal to the sum of the fair market value (as determined by ▇▇▇▇▇▇▇ in good faith) of any securities issued and any other non-cash consideration delivered by Holdings or a Subsidiary or any of their stockholders and any cash consideration paid by Holdings or a Subsidiary or any of their stockholders in connection with the Transaction and the amount of all indebtedness of Holdings or a Subsidiary that is incurred in connection with the Transaction or (iv) with respect to any other form of Transaction, the aggregate value of such Transaction as determined by Holdings and ▇▇▇▇▇▇▇ in good faith. The Company will also reimburse ▇▇▇▇▇▇▇ or any designee for all third-party fees and out-of-pocket expenses incurred by ▇▇▇▇▇▇▇ directly in connection with any Transaction or potential Transaction to which the engagement in Section 4 relates.

Aggregate Transaction Value means Thirty-Eight Million U.S. Dollars (US$38,000,000) minus the amount by which the aggregate Transaction Expenses exceed $150,000, minus the Aggregate Bonus Amount;

Aggregate Transaction Value means all cash, securities, notes and other consideration paid or issued by the Company to the Target Company and/or its stockholders for the Target Company stocks or assets acquired by the Company plus any debt assumed and funds loaned by the Company to the Target Company. Any amounts to be paid contingent upon future events shall be paid if and when such contingent payment is made by the Company, and any portion of the Transaction Fee which is attributable to consideration paid by the Company in escrow will be calculated and paid at the time or times that the consideration, or portion thereof, is released from escrow. If the Aggregate Transaction Value or a portion thereof is in the form of debt or equity securities, then the amount of the Aggregate Transaction Value will be based on the fair market value of such securities determined as of the trading day ending three trading days prior to the closing date. The fair market value of such securities will be (i) the discounted present value of any debt securities and (ii) the fair market value of any equity securities. The fair market value of equity securities will be determined as follows: (i) the closing sale price for such securities on the registered national exchange providing the primary market in such securities on the trading day ending three trading days prior to the closing date; (ii) if the securities are not traded on a registered national exchange, the average of the closing bid prices as reported by the National Association of Securities Dealers Automated Quotation System for the previous ten consecutive trading days ending three trading days prior to the closing date; (iii) if the securities are not traded or reported, by agreement between the Company and Broadview; or (iv) if the Company and Broadview are unable to agree on the fair market value of securities not traded or reported, by binding arbitration pursuant to arbitration terms and procedures to be initially agreed to by the Company and Broadview prior to such arbitration.

Aggregate Transaction Value means an amount equal to (A) $20,000,000; less (B) the aggregate amount of the Company Transaction Expenses in excess of $400,000, as set forth and represented in the Consideration Certificate.