Adjusted Operating Cash Flow definition

Adjusted Operating Cash Flow shall be calculated as net cash flow from operating activities as reflected in the consolidated statement of cash flow of the Company that is included in the audited consolidated financial statements of the Company and its subsidiaries as approved by the Company’s board of directors. For purposes of the calculation of the Adjusted Operating Cash Flow, cash flow from the sale and purchase of blockchain assets, including cash flow from the sale and purchase of the INX Token (excluding cash proceeds from an Initial Sale) and cash flow for interest paid and interest received, will be included in the calculation of Adjusted Operating Cash Flow regardless of their classification in the consolidated statement of cash flow of our Company. An “Initial Sale” refers to the first sale and transfer of the respective INX Token by the Company to an initial purchaser.

Adjusted Operating Cash Flow means, for the four most recent fiscal quarters for which internal financial statements are available, Operating Cash Flow of such Person and its Restricted Subsidiaries less DBS Cash Flow for the most recent four-quarter period plus DBS Cash Flow for the most recent quarterly period, multiplied by four.

Adjusted Operating Cash Flow means, for any period during which the Borrowers shall have consummated an Acquisition, the sum, for the Borrowers and their Subsidiaries (determined on a combined basis without duplication in accordance with GAAP), of the following, in each case determined under the assumption that such Acquisition had been consummated on the first day of such period: (i) Adjusted System Cash Flow minus (ii) the sum of (x) Management Fees paid during such period to the extent not exceeding 4.50% of the gross operating revenues of the Borrowers and their Subsidiaries for such period plus (y) additional Management Fees that would have been paid during such period at a rate equal to the lesser of (A) the percentage of gross operating revenues of the Borrowers and their Subsidiaries actually paid as Management Fees during such period or (B) for any Borrower, the then applicable rate or percentage specified in the Management Agreement for such Borrower of the gross operating revenues of such Borrower and its Subsidiaries for such period (determined, as specified above under the assumption that such Acquisition had been consummated on the first day of such period).

Adjusted Operating Cash Flow means the sum of the Company’s after-tax non-GAAP net income (attributable to the Company) less the change in working capital (working capital includes Trade Accounts Receivable and Inventory – including Trade Accounts Receivables and Inventory included in Other Assets – net of Accounts Payable) plus non-GAAP depreciation and amortization for each of calendar year of the Award Period.

Adjusted Operating Cash Flow means, for the most recently completed Measurement Period, the following for the Parent Guarantor, the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP: (i) aggregate operating revenues (including, without limitation, interest income from the Cablevision Notes, advertising revenue and circulation revenue) minus (ii) aggregate operating expenses (including, without limitation, employee compensation, newsprint and ink along with other operating supplies, selling, general administrative expenses, circulation expenses, transportation expenses, outside service expenses, but excluding depreciation, amortization, asset impairment, charges and credits relating to employee stock compensation plans, other non-cash employee benefits expenses, restructuring charges and credits, including severance, facility closure and any losses resulting from a write-off or writedown of Investments by the Borrower or any Restricted Subsidiary in Affiliates); provided, however, that for purposes of determining Adjusted Operating Cash Flow for any period (A) there shall be excluded all management fees paid to the Parent Guarantor, the Borrower or any Restricted Subsidiary during such period by any other Subsidiary other than any such amounts settled in cash to the extent not in excess of 5% of Adjusted Operating Cash Flow for the Parent Guarantor, the Borrower and its Restricted Subsidiaries as determined without including any such fees, and (B) Adjusted Operating Cash Flow for such period shall be increased or reduced, as the case may be, by the Adjusted Operating Cash Flow of assets or businesses acquired or disposed of (provided that in each case it has an impact on the Adjusted Operating Cash Flow for such Measurement Period of at least $2,000,000) including by means of any redesignation of any Subsidiary pursuant to Section 6.08 by the Borrower or any Restricted Subsidiary on or after the first day of such period, determined on a pro forma basis reasonably satisfactory to the Administrative Agent (it being agreed that it shall be satisfactory to the Administrative Agent that such pro forma calculations may be based upon GAAP as applied in the preparation of the financial statements for the Parent Guarantor or the Borrower, delivered in accordance with Section 6.01 hereof rather than as applied in the financial statements of the Person whose assets were acquired and may include, in the Borrower’s discretion, a rea...

Adjusted Operating Cash Flow means, with respect to any Person, Operating Cash Flow of such Person adjusted, on a consistent basis, to give effect to each acquisition, disposition and merger that occurred during the relevant period as if each had occurred on the first day of such period.

Adjusted Operating Cash Flow means, for any calendar year, for the Company and its Subsidiaries on a consolidated basis, the amount of net cash provided by or used in operating activities, determined in accordance with United States generally accepted accounting principles (“GAAP”) for such year, excluding net cash interest for such year and excluding the negative financial impact in such year of any transaction entered into by the Company or any of its Subsidiaries with any customer that has the effect of reducing the amount of Adjusted Operating Cash Flow during the Performance Period in exchange for a commensurate material benefit to be received by the Company or any of its Subsidiaries, such as a “blend and extend” transaction; and

Adjusted Operating Cash Flow means, for any period during which ---------------------------- the Borrowers shall have consummated either of the Spring 1997 Acquisitions, the sum, for the Borrowers and their Subsidiaries (determined on a combined basis without duplication in accordance with GAAP), of the following, in each case determined under the assumption that such Spring 1997 Acquisition had been consummated on the first day of such period: (i) Operating Cash Flow for such period plus (ii) the sum of (x) non-recurring expenses incurred by the ---- applicable Spring 1997 Seller prior to the actual closing of such Spring 1997 Acquisition (to the extent such items were included as operating expenses in the determination of Operating Cash Flow for such period) and (y) the amounts set forth in Schedule VI hereto for such period (representing certain cost savings and programming cost increases in respect of the CATV Systems being acquired in such Spring 1997 Acquisition), minus (iii) without duplication of the Management ----- Fees actually paid during such period, the additional Management Fees that would have been paid during such period at a rate equal to 5% of the gross operating revenue of the Borrowers and their Subsidiaries for such period (determined, as specified above, under the assumption that such Spring 1997 Acquisition had been consummated on the first day of such period). Credit Agreement ----------------

Adjusted Operating Cash Flow means, with respect to any Person, (a) Operating Cash Flow of such Person adjusted, on a consistent basis, to give effect to each acquisition, disposition and merger that occurred during the relevant period as if each had occurred on the first day of such period, plus (b) additional costs and expenses (including, without limitation, additional handset costs) of the Borrower and the Subsidiaries incurred during the relevant period but prior to the first anniversary of the Fourth Restatement Closing Date arising out of the AWN Transaction and the Borrower’s business plan with respect to AWN, but not in excess of $25,000,000, plus (c) costs and expenses of the Borrower and the Subsidiaries incurred during the relevant period in connection with, and cost savings and synergies to be realized within 12 months of the consummation of, Acquisitions consummated pursuant to Section 7.5(e), provided that the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth such Responsible Officer’s good faith estimate, in reasonable detail, of such reasonably anticipated costs, expenses, cost savings and synergies, provided further that in no event shall the amount under this clause (c) for the relevant period exceed 10% of Adjusted Operating Cash Flow for such period immediately prior to giving effect to any adjustment pursuant to this clause (c).