Pioneer Power Acquisition Agreement definition
Pioneer Power Acquisition Agreement means that certain Membership Interest Purchase Agreement dated on or about July 1, 2025 by and among Borrower, as the buyer, and Hatch Avenue Holdings, Inc., a Minnesota corporation, as the seller. “Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code, but excluding any Multiemployer Plan, that is maintained or contributed to, or during the preceding five plan years, has been maintained or contributed to by a Loan Party or by a member of the Controlled Group or to which a Loan Party or member of the Controlled Group may have liability. “Platform” is defined in Section 10.8(d)(i). “Prime Rate” means, the floating per annum rate of interest most recently published in the Money Rates column of the Wall Street Journal as the prime or base rate. If publication of the Wall Street Journal is discontinued, Administrative Agent, in its sole discretion shall designate another daily financial or governmental publication of national circulation to be used to determine Prime Rate. The effective date of any change in the Prime Rate shall, for purposes hereof, be the date the Prime Rate is changed by Administrative Agent. Administrative Agent shall not be obligated to give notice of any change in Prime Rate. The “Prime Rate” is not necessarily the lowest rate of interest that Lenders charge their customers. If the rate of interest announced by the Administrative Agent as its Prime Rate at any time is less than three percent (3.0%), then for purposes of this Agreement the Prime Rate shall be deemed to be three percent (3.0%). “Prime Rate Loan” means a Loan bearing interest at a rate specified in Section 2.4(a). “Pro Forma Basis” and “Pro Forma Effect” means, for any Disposition of all or substantially all of a division or a line of business or for any Acquisition, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in Section 6.20, each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant measurement period, and the following pro forma adjustments shall be made: -35-