definiens: ) by the Optional Termination Date ( as defined below and as it may be extendedhereunder ) . In furtherance of the foregoing, Buyer shall agree to, propose to, and negotiate in good faith with therelevant Governmental Authority to sell, license, divest or hold separate services or assets of the Company and theContinuing Subsidiaries with an aggregate FMV ( as defined below ) not to exceed $ 60 million to achieve the AntitrustApprovals by the 52Optional Termination Date . For purposes of this Section 5.1(a)(ii ), shall mean the fair market value of therelevant services or assets of the Company and the Continuing Subsidiaries, taking into account the Purchase Price, as determined by a major internationally - renowned valuation firm that is mutually selected by Buyer and Seller;provided, that if Buyer and Seller are unable to agree upon such a valuation firm, then Buyer and Seller shall eachappoint a major internationally - renowned valuation firm and the two appointed valuation firms shall agree upon andappoint a third major internationally - renowned valuation firm, which third valuation firm shall determine the FMV inaccordance with this sentence