Capex Underspend definition

Capex Underspend means an amount equal to (i) an amount equal to (A) $450,000,000 for the twelve-month period starting on the first day of the month in which the date of this Agreement occurs, multiplied by (B) the percentage represented by the period from and after the date hereof to (and as of) 11:58 p.m. New York City time on the Closing Date (the “Capex Period”) as a percentage of the total twelve-month period starting on the first day of the month in which the date of this Agreement occurs, minus (ii) the total amount of capital expenditures actually made during the Capex Period; provided, that if such number is a negative number then the Capex Underspend shall be equal to $0.