Third Party Value definition
Third Party Value has the meaning set forth in Section 2.04(b)(ii).
Third Party Value means, with respect to a Change of Control transaction, the aggregate amount, without duplication, of all cash and the fair market value of all other consideration paid or payable (including amounts paid into escrow and any amounts paid in the form of dividends) to Enterprise or its shareholders or other securityholders and to Radiant (pursuant to this Section 2.10(a)(ii)) (excluding severance payments, payments made pursuant to non-compete agreements not made with respect to their status as shareholders or securityholders, and other payments not made with respect to their status as shareholders or securityholders) in connection with the Change of Control transaction, including amounts paid or payable in respect of warrants, options or similar rights, but not including any indebtedness or other obligations of Enterprise (other than the Excess Value Fee) assumed by the purchaser or the portion of any consideration to be used to repay any indebtedness or other obligations of Enterprise (other than the Excess Value Fee) at the closing of the Change of Control transaction. “Third Party Value” shall also include, in the case of a sale of assets, the fair market value of any assets not sold by Enterprise less any indebtedness or other obligations which are retained by Enterprise. “Third Party Value” shall be reduced by the portion of the consideration payable to Persons (or their respective successors in interest) contributing any capital to Enterprise during the period commencing after the date hereof and ending immediately prior to the consummation of the Change of Control transaction with respect to the interest acquired as a result of such contribution of capital. “Third Party Value” shall be net of any federal and state income taxes incurred by Enterprise or its shareholders or other securityholders in connection with the Change of Control transaction (other than taxes incurred with respect to the portion of consideration excluded from Third Party Value pursuant to the immediately preceding sentence), taking into account the tax deduction or other benefits to Enterprise or its shareholders or other securityholders arising out of the payment of the Excess Value Fee to Radiant. The fair market value of any securities or other property shall be (a) the discounted present value of any debt securities, or (b) the fair market value of any other securities or property. The fair market value of any securities or other property shall be determined as follows: (i) th...
Third Party Value with respect to Securities and/or Assets of the Company, shall mean the valuation of such Securities or Assets as determined by any one of the Identified Valuers appointed by the Non-Defaulting Party, the costs of which shall be borne by the Defaulting Party; it being clarified that such valuation of Securities shall be determined without considering the adverse effects of any Event of Default as if such Event of Default had not occurred;