Fully Diluted Share Number means the aggregate number of Shares outstanding as of immediately prior to the Closing and before giving effect to the Rollover.
Governmental Authority means any (i) government; (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal or arbitral) (public or private); or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; or (iv) any Person acting pursuant to a grant of authority from a Governmental Authority, in the case of any of clause (i) through (iv), whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.
Law means all laws (including common law), by-laws, statutes, rules, regulations, codes, injunctions, directives, decrees, orders, judgments, writs, settlements, decision, awards, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.
Maximum Aggregate Earnout Consideration means $25,000,000.
Multiple Factor means a number equal to the Return Multiple minus two; provided, however, that (i) the Multiple Factor shall never be more than 1.0, and (ii) in the event the calculation results in a negative number, the Multiple Factor shall be zero.
Oaktree means Oaktree ATI Investors, L.P., Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. and their respective Affiliates, successors and assigns.
Oaktree Investment means all capital contributions made by Oaktree in Parent.
Oaktree Proceeds means, with respect to each Realization Event, the sum of (1) the aggregate cash consideration payable to Oaktree in connection with such Realization Event in respect of the Original Oaktree Shares and (2) if Oaktree distributes any of the Original Oaktree Shares to the limited partners in the ultimate investment funds affiliated with Oaktree, the Fair Market Value of such Original Oaktree Shares.
Original Oaktree Shares means the shares of Parent (or any successor entity of Parent in the event the Original Oaktree Shares have been exchanged for shares of such successor entity in connection with any recapitalization or merger of Parent prior to any Realization Event) held by Oaktree immediately after the Closing (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such shares).
Parent means ATI Investment Parent, LLC, a Delaware limited liability company.
Per Share Purchase Price means (i) estimated purchase price divided by (ii) the Fully Diluted Share Number.
Person means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, a joint venture, an unincorporated organization (including without limitation a representative office or branch office), organization or other entity, whether or not legal entities, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.
Power Fund means Oaktree Power Opportunities Fund IV (Delaware) Holdings, Inc., a Delaware limited partnership, and its affiliated entities in the Power Fund IV investment group.