Amended Adjusted ROA means the Adjusted ROA over the Performance Period and taking into account the financial results of the Company as reflected in the Restatement.
Modified adjusted gross income means “federal adjusted gross income”:
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Portfolio Adjusted Yield means, with respect to any Transfer Date, the average of the percentages obtained for each of the three preceding Monthly Periods by subtracting the Base Rate from the Portfolio Yield for such Monthly Period and deducting 0.5% from the result for each Monthly Period.
Consolidated Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
ABR Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.
Base Rate Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.
Substitution Adjustment Amount As defined in Section 2.03.
Term SOFR Determination Day has the meaning assigned to it under the definition of Term SOFR Reference Rate.
Partially Adjusted Capital Account means, with respect to any Member for any Fiscal Year, the Capital Account balance of such Member at the beginning of such period, adjusted as set forth in the definition of Capital Account for all contributions and distributions during such period and all special allocations pursuant to Section 7.3 with respect to such period but before giving effect to any allocation with respect to such period pursuant to Section 7.2.
Buy In Adjustment Amount shall have the meaning specified in Section 6.
Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.
Material Project EBITDA Adjustments means, with respect to each Material Project:
Consolidated Adjusted Debt means, at any time, the sum of, without duplication, (i) Consolidated Funded Indebtedness and (ii) the product of Consolidated Rents multiplied by 6.0.
Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).
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.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
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;
Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.
Periodic Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.
Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:
Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
Earn-Out Period has the meaning set forth in Section 2.6.1.
Consolidated Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).