Baseline Margin definition
Baseline Margin means (a) for the first Fiscal Year that begins after the Closing and the four Fiscal Years thereafter, the Initial Baseline Margin; (b) for the sixth Fiscal Year that begins after the Closing, the average of the actual Margins in the third, fourth and fifth Fiscal Years beginning after the Closing (the “Reset Baseline Margin”); and (c) for the seventh Fiscal Year that begins after the Closing and each Fiscal Year thereafter, the lesser of (i) the Reset Baseline Margin and (ii) the average of the actual Margins for the three Fiscal Years immediately preceding such Fiscal Year.