Common use of Company Value Clause in Contracts

Company Value. (a) If the Determination Date is occasioned by the sale of all or substantially all of the Operating Assets of the Company, the remainder of (x) the sum of (i) the net pre-tax consideration received in the sale of all or substantially all of the Operating Assets, (ii) Current Assets and (iii) the fair market value on the Determination Date of the assets of the Company, if any, not included in the sale, minus (y) the sum of (i) the Base Cost, (ii) Operating Liabilities not assumed by the purchaser or transferee and (iii) Liabilities other than Operating Liabilities. If any of such consideration shall have been paid in notes or other securities, the Company shall, by resolution of its board of directors, establish a fair market value therefore, which value shall be conclusively binding upon the parties hereto and, in establishing the value of debt securities, in addition to such other considerations as the board of directors of the Company may deem relevant, the amounts payable thereunder shall be discounted to their present value on the basis of such discount rate as is deemed appropriate by the board of directors.