Earnout Payment has the meaning set forth in Section 2.3(b).
Earnout Payments has the meaning set forth in Section 2.2(a).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earnout Amount has the meaning set forth in Section 2.5.1b).
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Earnout has the meaning set forth in Section 2.9(a).
CVR Payment Amount has the meaning set forth in Section 2.4(a).
Closing Payment Amount will have the meaning set forth in Section 1.3(a).
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Cash Exchange Payment means with respect to a particular Call Exchange for which the Corporation has elected to make a Cash Exchange Payment in accordance with SECTION 2.1 of this Agreement or a particular Put Exchange for which the Shareholder has elected to receive a Cash Exchange Payment (and such Cash Exchange Payment is capable of being made) in accordance with SECTION 2.2 of this Agreement:
Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.
Delta Payment means as it is described in this Agreement.
Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.
Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:
Payment Amount as defined in Section 3.5.
Earn-Out Consideration is defined in Section 2.5(c).
Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).