Company Value

Company Value. Shall mean the value of the total consideration payable to the Companies or to the Company's stockholders, in the event of a Change of Control, less the value of any cash, cash equivalents and short-term securities held by or on account of any of the Companies or their affiliates immediately prior to such Change of Control. The determination of Company Value shall based upon consideration to be received by the Companies or by the Company's stockholders and shall be determined promptly following... any termination of Employee's employment that would give rise to a severance payment under Section 5(b) hereof. If part of the consideration to be received by Companies or the Company's stockholders in a Change of Control consists of earn-out payments or other contingent payments, the present value of such contingent payments, including a discount to reflect the probability of such payments being made, shall be reasonably determined by the acquirer. In the event of a Change of Control not involving the Company (i.e., a Change of Control involving CESI-SCR and/or SCR-Tech but not the Company), Company Value shall be reduced by the amount of any intra-company debt of CESI-SCR or SCR-Tech to the Company or its affiliates that is forgiven by the Company or such affiliates in contemplation of the Change of Control. View More