Prepaid Expenses has the meaning set forth in Section 1.2(f).
Closing Cash Amount has the meaning set forth in Section 2.2.
Expense Amount As defined in Section 11.01(b) hereof.
Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.
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.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
Closing Amount has the meaning set forth in Section 2.3.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
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.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.
Excluded Expenses means any costs, fees or expenses of the Company or any Company Subsidiary arising out of or relating to any dispute with the Shareholder Representative or otherwise with respect to the terms of this Agreement other than the Shareholder Representative’s equal share of the fees and expenses of the Neutral Auditor and the investment bank pursuant to Section 2.4(d)(i) and except as otherwise set forth in Section 7.8.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Sale Amount means, with respect to any Sold Receivable, the amount received from the related third-party purchaser as payment for such Sold Receivable.
Holdback Amount has the meaning set forth in Section 2.06(a).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Working Capital Escrow Amount means $1,000,000.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).