definiens: means the total proceed s and other consideration paid or received, or to be paid or received, directly or indirectly, in connection with or in anticipation of a Transaction ( which consideration shall be deemed to include amounts in escrow ), including, without limitation, cash, note s, securities, and other property received or to be re ceived by [COMPANY] or any of its Affiliates, cred itors or security holders ( including, without limitation, th e holders of convertible securities, options, warra nts, stock appreciation rights or similar rights, whether or n ot vested ) ; deferred non - contingent payments ( such as installment payments ) ; amounts payable under consul ting agreements, above - market employment contracts, non - compete or severance agreements, employee benefit p lans, reimbursement for taxes or similar arrangemen ts ; Contingent Payments ( as defined below ) ; and, in the case of a partnership, joint venture or similar st ructure, the gross value of all cash, securities, assets and oth er consideration contributed, invested, committed, or otherwise made available by [COMPANY] or any other parties t o such partnership, joint venture or similar struct ure . The Transaction Value shall be calculated as if 100 % of the equity interests of [COMPANY] on a fully dilu ted basis had been sold by dividing the total consideration i nvolved in a Transaction by the percentage of owner ship which is sold . The Transaction Value shall include the aggregate principal amount of any debt, pension liabilities, guarantees and any other liabilities o r obligations of [COMPANY] or any of its affiliate s or security holders ( i ) retired, refinanced, restructured, rede emed, decreased, repaid or extinguished in connecti on with or anticipation of a Transaction or ( ii ) assumed in an acquisition of assets or which remain outstanding at the time of closing in all other cases . If any cash or other assets of [COMPANY] and/or any of its subsidiarie s or affiliates are sold or otherwise transferred to another party after the date hereof ( including, without limitatio n, any dividends, distributions or other amounts paid to o ption or other security holders, amounts paid to re purchase any securities, or transaction - related bonus paymen ts made to employees ), or are retained after the consummation of the Transaction, then the Transacti on Value will be increased to reflect the fair mark et value of any such assets