Related to Freedom Post-Closing Adjustment
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Company means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.
Agreement has the meaning set forth in the preamble.
Department means the department of natural resources.
Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
Director means a member of the Board.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Board means the Board of Directors of the Company.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Commission means the Securities and Exchange Commission.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Adjustment has the meaning set forth in Section 3.3(b).
Estimated Closing Adjustment has the meaning set forth in Section 2.17(a)(ii).
Closing Adjustment Amount means, with respect to each Specified Business, the sum (expressed as a positive, if positive, or as a negative, if negative) of (i) the Net Liabilities Adjustment Amount for such Specified Business, minus (ii) the Subscriber Adjustment Amount for such Specified Business, minus (iii) the Capital Expenditure Adjustment Amount for such Specified Business.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Final Adjustment Statement is defined in Section 2.4.4.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Estimated Closing Statement has the meaning set forth in Section 1.3(a).
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Final Closing Statement has the meaning set forth in Section 2.3(c).
Adjustment Escrow Amount means an amount equal to $2,000,000.
Tax Adjustment has the meaning set forth in Section 4.7.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).