Non-Cash Change-of-Control Consideration

Non-Cash Change-of-Control Consideration. Means, without duplication, solely to the extent actually received or retained by the Investors in connection with a Change of Control: 3 (i) Any Non-Cash Proceeds (in an amount equal to the value of such Non-Cash Proceeds as of the date of the Change of Control as determined by the Committee in good faith, taking into account any applicable discounts due to lack of control, lack of marketability or otherwise); and (ii) In the case of a Change of Control involving a sale of less... than 100% of the Investors Interests, the value of any Investors Interests retained by the Investors (such value to be as determined by the Committee in good faith by reference to the amount in respect of which the Investors sold the portion of the Investors Interests that was actually disposed of in such Change of Control, but after taking into account any discounts applicable to such retained Investors Interests due to lack of control, lack of marketability or otherwise). View More