Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
Earnout Amount has the meaning provided in Section 2.9(b).
Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.
Sales Milestone Payment shall have the meaning set forth in Section 8.4.
Earnout Payment has the meaning set forth in Section 2.3(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Milestone 2 means achievement of annual Net Sales of at least $35,000,000 during any Calendar Year ending on or before December 31, 2024.
Milestone 1 means achievement of annual Net Sales of at least $20,000,000 during the Calendar Year ending on December 31, 2021.
Milestone Date means the date set against the relevant Milestone in the Implementation Plan;
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).
Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).
Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.
Milestone Payment Date has the meaning set forth in Section 2.4(a).
Milestone Payment has the meaning set forth in Section 4.2.
CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.
Earnout Period has the meaning specified in Section 2.03(a).
Development Milestone Payment shall have the meaning set forth in Section 9.2(a).
Milestone Event has the meaning set forth in Section 8.2.1.
Milestone means an event or task described in the Implementation Plan which must be completed by the corresponding date set out in such plan;
First Target Distribution means $0.4025 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on September 30, 2005, it means the product of $0.4025 multiplied by a fraction of which the numerator is the number of days in such period, and of which the denominator is 92), subject to adjustment in accordance with Section 6.6 and Section 6.9.
First Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(D).
Earnout Payments has the meaning set forth in Section 2.2(a).