Additional Value Delivery Sample Clauses

Additional Value Delivery a) From and after the Distribution, the Option shall be adjusted so that upon each exercise by MediaOne of the Option, MediaOne shall be entitled to receive at the Option Closing additional value (the "Value Adjustment") equal to the product of (x) the TWE Option Share multiplied by (y) the Time Warner Telecom Value as of the last day of the immediately preceding calendar year multiplied by (z) (A) if a SAR Election is not made by MediaOne, the Option Entitlement (or if a portion of the Option is exercised, such portion of the Option Entitlement) and (B) if a SAR Election is made by MediaOne, the Participating Percentage Share represented by the SAR Amount as determined pursuant to Section 2(e) of the Option Agreement (without giving effect to any adjustments pursuant to Section 8 of the Option Agreement). The Value Adjustment shall be payable by TWE, at the option of TWX, (i) in cash, (ii) in Interests or shares of Class B Common Stock (or equity securities of a successor to the Company or a Person which purchases the Company ("Successor Securities")) owned by TWX or (iii) in additional partnership interests in TWE. (b) If TWX elects that the Value Adjustment be paid in Interests, shares of Class B Common Stock or Successor Securities, (A) if shares of Class A Common Stock or such Successor Securities are publicly traded at such time, such shares of Class B Common Stock or Successor Securities shall be valued based upon the average of the closing prices of the Class A Common Stock or such Successor Securities for the ten trading days immediately prior to the Option Closing and (B) the Interests and, if shares of Common Stock or such Successor Securities are not publicly traded at such time, such shares of Class B Common Stock or such Successor Securities, shall be valued as of the 10th day prior to the Option Closing by an investment banking firm, which shall be selected by two other investment banking firms, one selected by TWX and one selected by MediaOne. Each of TWX and MediaOne shall instruct the investment banking firms so selected to select the third investment banking firm within 30 days following an exercise by MediaOne of the Option. The investment banking firm selected in accordance with the foregoing procedure shall submit a written report setting forth its determination of such value no later than 45 days after the date of its selection. The fees, costs and expenses of the investment banking firms so selected shall be borne by TWE. (c) If TWX...