EBITDA Adjustment Holdback Shares means a number of shares of Parent Common Stock equal to the quotient obtained by dividing $2,750,000 by the Reference Price;
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Holdback Shares has the meaning set forth in Section 2.5(b)(v).
Earnout Amount has the meaning set forth in Section 2.7(a).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Earn-Out Shares has the meaning provided in Section 2.2(b).
Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Adjustment Escrow Amount means $1,000,000.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
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.
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.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Earnout Payment has the meaning set forth in Section 2.3(b).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Purchase Price Adjustment Escrow Amount means $500,000.
Cut Back Shares has the meaning set forth in Section 2(b).
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”
Adjusted Value as used in subdivision (d) means:
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.