Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Closing Cash Amount has the meaning set forth in Section 2.2.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Buy In Adjustment Amount shall have the meaning specified in Section 6.
Open Market Adjustment Amount shall have the meaning specified in Section 2(I).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
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.
Purchase Price Adjustment Escrow Amount means $500,000.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Earn-Out Consideration is defined in Section 2.5(c).
Earnout Amount has the meaning set forth in Section 2.7(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
SOFR Adjustment means 0.10% (10 basis points) per annum.
Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”
Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.