ADES » Topics » DEFINITIONS

This excerpt taken from the ADES DEF 14A filed Nov 12, 2008.

DEFINITIONS

 

1.01 Definitions.

a. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

i. “Affiliate” shall mean any Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with the Person in question and shall include with respect to ECP, each Purchaser;


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ii. “Business Day” shall mean a day other than a Saturday, Sunday or other day on which banks in the States of Colorado or New York are required or authorized to close;

iii. “Certificates of Designations” shall mean the Series A Certificate of Designations and the Series B Certificate of Designations;

iv. “Code” shall mean the Internal Revenue Code of 1986, as amended;

v. “Company Benefit Plan” shall mean each “employee benefit plan” within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, and each other stock purchase, stock option, restricted stock, restricted stock unit, severance, retention, employment, consulting, change-of-control, collective bargaining, bonus, incentive, deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not subject to ERISA, in each case (A) under which any past or present director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits, or (B) otherwise as a result of which the Company has any liability;

vi. “Contract” shall mean any material agreement, contract, commitment, lease, mortgage, indenture, deed of trust, debt instrument, understanding, arrangement, restriction or other instrument to which the Company is currently a party and that is or was required to be filed as an exhibit to any Company SEC Report;

vii. “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise;

viii. “Conversion” shall mean the conversion from time to time of the Shares for shares of Common Stock in accordance with the terms of the Series A Certificate of Designations or Series B Certificate of Designations, as applicable;

ix. Development Subsidiaries shall mean (A) Red River Environmental Products LLC, a Delaware limited liability company, (B) Morton Environmental Products LLC, a Delaware limited liability company, (C) Underwood Environmental Products LLC, a Delaware limited liability company, (D) Crowfoot Supply Company, LLC, a Delaware limited liability company and (E) Crowfoot Development, LLC, a Delaware limited liability company, respectively;

x. “ECP” shall mean Energy Capital Partners, LLC, and any of its Affiliates;

xi. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended;

xii. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended;

xiii. “Governmental Authority” shall mean the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing;

 

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xiv. “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

xv. “Joint Development Agreement” means the Joint Development Agreement, dated as of the date hereof, by and among ADA-ES and ECP or one or more of its Affiliates;

xvi. “knowledge of the Company” or “to the Company’s knowledge” means the actual knowledge, after reasonable inquiry, of the directors and officers of the Company;

xvii. LLC Agreement means the Limited Liability Company Agreement of Crowfoot Development, LLC (“Devco”), dated as of the date hereof, among the Company and the other members of Devco signatory thereto (“Other Devco Members”);

xviii. Majority Purchasers means Purchasers who collectively hold the right to purchase a majority of the Shares to be purchased;

xix. “Material Adverse Effect” shall mean, collectively, a material adverse effect on, or a material adverse change in, or group of such effects on or changes in the general affairs, business, prospects, properties, assets, liabilities, operations or condition (financial or otherwise) or results of operations of the Company, its Subsidiaries and the Development Subsidiaries taken as a whole, except for (i) any change resulting from general economic conditions provided that the Company, its Subsidiaries and the Development Subsidiaries taken as a whole are not materially disproportionately (relative to other companies in the Company’s industry) affected by such change, (ii) any change resulting from conditions or circumstances generally affecting the industry in which the Company, its Subsidiaries and the Development Subsidiaries participate and not specifically relating to the Company, provided that the Company, its Subsidiaries and the Development Subsidiaries taken as a whole are not materially disproportionately (relative to most other industry participants) affected by such change and (iii) any change in the market price of the Company’s Common Stock;

xx. “NASD” shall mean National Association of Securities Dealers, Inc.;

xxi. “Owns, Own, or Owned” shall mean the aggregate beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Purchasers and their Affiliates;

xxii. “Person” means an individual or a corporation, partnership, limited liability company, trust, estate, unincorporated organization, association or other entity;

xxiii. “Pricing Date” shall mean the later of:

 

  (1) the first date on which Members (as defined in the LLC Agreement) are required to fund pursuant to Section 3.3(c)(ii) of the LLC Agreement; and

 

  (2) the date on which the Company shall have publicly announced, in a report filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (A) the execution of this Agreement and (B) its intention to solicit the Shareholder Approval in accordance with Section 5.11 hereof;

 

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xxiv. Purchasers’ Representative means Energy Capital Partners GP I, LLC, a Delaware limited liability company;

xxv. “Red River Project” shall have the meaning set forth in the Joint Development Agreement;

xxvi. “Sarbanes-Oxley Act” shall mean the Sarbanes-Oxley Act of 2002, as amended to date;

xxvii. “SEC” shall mean the U.S. Securities and Exchange Commission;

xxviii. “Securities Act” shall mean the Securities Act of 1933, as amended;

xxix. “Series A Certificate of Designations” means the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Convertible Preferred Stock of the Company, substantially in the form attached hereto as Exhibit C;

xxx. “Series B Certificate of Designations” means the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series B Convertible Preferred Stock of the Company, substantially in the form attached hereto as Exhibit D;

xxxi. “Subsidiary” when used with respect to any Person, shall mean any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, provided, however, that when used with respect to the Company, the term “Subsidiary” shall not include any of the Development Subsidiaries unless specifically referenced;

xxxii. “Takeover Statute” shall mean any corporate takeover provision under laws of the State of Colorado or any other state or federal “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation;

xxxiii. “Trading Day” shall mean any day on which the Common Stock is listed or quoted and traded on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal national securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national securities exchange, on the automated quotation system on which the Common Stock is then authorized for quotation;

xxxiv. “Transaction Agreements” shall mean this Agreement, the Registration Rights Agreement, the Joint Development Agreement, the LLC Agreement and the Operative Agreements (as defined in the Joint Development Agreement); and

xxxv. “VWAP Price” per share of Common Stock on any Trading Day means such price as displayed on Bloomberg (or any successor service) page ADES <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the VWAP Price means the market value per share of Common Stock on such day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

 

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1.02 General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement.

1.03 Purchasers’ Representative. Except as otherwise specified herein, for purposes of this Agreement, wherever the Company is required to provide notice or documentation to the Purchasers, such obligation shall be satisfied by the provision of such notice or documentation to the Purchasers’ Representative.

These excerpts taken from the ADES 10-Q filed Nov 7, 2008.

1.01 Definitions.

a. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

i. “Affiliate” shall mean any Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with the Person in question and shall include with respect to ECP, each Purchaser;


ii. “Business Day” shall mean a day other than a Saturday, Sunday or other day on which banks in the States of Colorado or New York are required or authorized to close;

iii. “Certificates of Designations” shall mean the Series A Certificate of Designations and the Series B Certificate of Designations;

iv. “Code” shall mean the Internal Revenue Code of 1986, as amended;

v. “Company Benefit Plan” shall mean each “employee benefit plan” within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, and each other stock purchase, stock option, restricted stock, restricted stock unit, severance, retention, employment, consulting, change-of-control, collective bargaining, bonus, incentive, deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not subject to ERISA, in each case (A) under which any past or present director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits, or (B) otherwise as a result of which the Company has any liability;

vi. “Contract” shall mean any material agreement, contract, commitment, lease, mortgage, indenture, deed of trust, debt instrument, understanding, arrangement, restriction or other instrument to which the Company is currently a party and that is or was required to be filed as an exhibit to any Company SEC Report;

vii. “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise;

viii. “Conversion” shall mean the conversion from time to time of the Shares for shares of Common Stock in accordance with the terms of the Series A Certificate of Designations or Series B Certificate of Designations, as applicable;

ix. “Development Subsidiaries” shall mean (A) Red River Environmental Products LLC, a Delaware limited liability company, (B) Morton Environmental Products LLC, a Delaware limited liability company, (C) Underwood Environmental Products LLC, a Delaware limited liability company, (D) Crowfoot Supply Company, LLC, a Delaware limited liability company and (E) Crowfoot Development, LLC, a Delaware limited liability company, respectively;

x. “ECP” shall mean Energy Capital Partners, LLC, and any of its Affiliates;

xi. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended;

xii. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended;

xiii. “Governmental Authority” shall mean the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing;

 

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xiv. “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

xv. Joint Development Agreement” means the Joint Development Agreement, dated as of the date hereof, by and among ADA-ES and ECP or one or more of its Affiliates;

xvi. “knowledge of the Company” or “to the Company’s knowledge” means the actual knowledge, after reasonable inquiry, of the directors and officers of the Company;

xvii. “LLC Agreement” means the Limited Liability Company Agreement of Crowfoot Development, LLC (“Devco”), dated as of the date hereof, among the Company and the other members of Devco signatory thereto (“Other Devco Members”);

xviii. “Majority Purchasers” means Purchasers who collectively hold the right to purchase a majority of the Shares to be purchased;

xix. “Material Adverse Effect” shall mean, collectively, a material adverse effect on, or a material adverse change in, or group of such effects on or changes in the general affairs, business, prospects, properties, assets, liabilities, operations or condition (financial or otherwise) or results of operations of the Company, its Subsidiaries and the Development Subsidiaries taken as a whole, except for (i) any change resulting from general economic conditions provided that the Company, its Subsidiaries and the Development Subsidiaries taken as a whole are not materially disproportionately (relative to other companies in the Company’s industry) affected by such change, (ii) any change resulting from conditions or circumstances generally affecting the industry in which the Company, its Subsidiaries and the Development Subsidiaries participate and not specifically relating to the Company, provided that the Company, its Subsidiaries and the Development Subsidiaries taken as a whole are not materially disproportionately (relative to most other industry participants) affected by such change and (iii) any change in the market price of the Company’s Common Stock;

xx. “NASD” shall mean National Association of Securities Dealers, Inc.;

xxi. “Owns, Own, or Owned” shall mean the aggregate beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Purchasers and their Affiliates;

xxii. “Person” means an individual or a corporation, partnership, limited liability company, trust, estate, unincorporated organization, association or other entity;

xxiii. “Pricing Date” shall mean the later of:

 

  (1) the first date on which Members (as defined in the LLC Agreement) are required to fund pursuant to Section 3.3(c)(ii) of the LLC Agreement; and

 

  (2) the date on which the Company shall have publicly announced, in a report filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (A) the execution of this Agreement and (B) its intention to solicit the Shareholder Approval in accordance with Section 5.11 hereof;

 

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xxiv. “Purchasers’ Representative” means Energy Capital Partners GP I, LLC, a Delaware limited liability company;

xxv. “Red River Project” shall have the meaning set forth in the Joint Development Agreement;

xxvi. “Sarbanes-Oxley Act” shall mean the Sarbanes-Oxley Act of 2002, as amended to date;

xxvii. “SEC” shall mean the U.S. Securities and Exchange Commission;

xxviii. “Securities Act” shall mean the Securities Act of 1933, as amended;

xxix. “Series A Certificate of Designations” means the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Convertible Preferred Stock of the Company, substantially in the form attached hereto as Exhibit C;

xxx. “Series B Certificate of Designations” means the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series B Convertible Preferred Stock of the Company, substantially in the form attached hereto as Exhibit D;

xxxi. “Subsidiary” when used with respect to any Person, shall mean any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, provided, however, that when used with respect to the Company, the term “Subsidiary” shall not include any of the Development Subsidiaries unless specifically referenced;

xxxii. “Takeover Statute” shall mean any corporate takeover provision under laws of the State of Colorado or any other state or federal “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation;

xxxiii. “Trading Day” shall mean any day on which the Common Stock is listed or quoted and traded on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal national securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national securities exchange, on the automated quotation system on which the Common Stock is then authorized for quotation;

xxxiv. “Transaction Agreements” shall mean this Agreement, the Registration Rights Agreement, the Joint Development Agreement, the LLC Agreement and the Operative Agreements (as defined in the Joint Development Agreement); and

xxxv. “VWAP Price” per share of Common Stock on any Trading Day means such price as displayed on Bloomberg (or any successor service) page ADES <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the VWAP Price means the market value per share of Common Stock on such day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

 

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1.02 General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement.

1.03 Purchasers’ Representative. Except as otherwise specified herein, for purposes of this Agreement, wherever the Company is required to provide notice or documentation to the Purchasers, such obligation shall be satisfied by the provision of such notice or documentation to the Purchasers’ Representative.

13 DEFINITIONS

13.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.

13 DEFINITIONS

13.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.

13 DEFINITIONS

13.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.

13 DEFINITIONS

13.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.

These excerpts taken from the ADES 10-K filed Mar 14, 2008.

1. DEFINITIONS

Actual Project Costs” means the Project Costs incurred for a Production Line.

Affiliate” means, with respect to any entity, any other person or entity who controls, is controlled by, or is under common control of, such entity.

 

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Budgeted Project Costs” means one-hundred and five-percent (105%) of the Project Costs budgeted at Financial Closing for a Production Line (exclusive of contingency that may be in such budget used for financing) and contained in the pro-forma and sources and uses used in connection with the financing. In the interest of clarity the intent here is to have a five percent contingency for purpose of incentive and so 105% of budgeted cost is used. It is recognized that for financing, a different contingency may be used.

Commercial Operation Date” means the date on which a Production Line is sufficiently complete to produce commercial quantities of carbon and is placed in commercial operation within the meaning of offtake contracts and financing agreements. For the sake of clarity, it is envisioned that Commercial Operation Date may commence with only two or more furnaces on line if Sponsor and/or a Project Company elect to stage the commercial operation.

Competing Projects” means any and all projects anywhere in North America related to the supply, production, marketing, or sale of powdered activated carbon for mercury control and/or any project that would sell products competing with a Production Line under development in the Crowfoot Project.

Final Air Permit” means a valid permit by the governmental authority having jurisdiction over the air emissions of a Production Line/both Production Lines at the Project Site that (1) permits construction of one/both Production Lines at a Project Site and (2) is not being appealed within 90 days after its issuance; provided, that if pending any appeal, Financial Closing for a Project Site occurs, the Final Air Permit shall be deemed issued for all purposes in this Agreement.

Financial Closing” means the date on which the closing occurs for funds adequate to fully finance the construction of a Production Line and the proceeds (or advances) can be made subject to customary conditions.

Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a governmental authority.

Production Line” means an activated carbon production line having a total design capacity of at least 120 million pounds-per-year of activated carbon. This corresponds to a design production rate of 360,000 lb/day.

Project Costs” means the total installed capital cost of a Production Line and all affiliate facilities including any power island at a Project Site and includes all development costs, financing costs AND capitalized interest.

Operating Revenues” means the amount of revenue generated from the sale of activated carbon produced by a Production Line that is recognized in the books and records of a Project Company in accordance with Generally Accepted Accounting Principals in the United States

 

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(“USGAAP”). Project Company internal financials and accounting records, including invoices to customers, are auditable by Emission Strategies, Inc. for a period of three years after each quarter.

1. DEFINITIONS

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Actual Project Costs” means the Project Costs incurred for a Production Line.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Affiliate” means, with respect to any entity, any other person or entity who controls, is controlled by, or is under common
control of, such entity.

 


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Budgeted Project Costs” means one-hundred and five-percent (105%) of the Project Costs
budgeted at Financial Closing for a Production Line (exclusive of contingency that may be in such budget used for financing) and contained in the pro-forma and sources and uses used in connection with the financing. In the interest of clarity the
intent here is to have a five percent contingency for purpose of incentive and so 105% of budgeted cost is used. It is recognized that for financing, a different contingency may be used.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Commercial Operation Date” means the date on which a Production Line is sufficiently complete to produce commercial quantities of carbon and is
placed in commercial operation within the meaning of offtake contracts and financing agreements. For the sake of clarity, it is envisioned that Commercial Operation Date may commence with only two or more furnaces on line if Sponsor and/or a Project
Company elect to stage the commercial operation.

Competing Projects” means any and all projects anywhere in North America related
to the supply, production, marketing, or sale of powdered activated carbon for mercury control and/or any project that would sell products competing with a Production Line under development in the Crowfoot Project.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Final Air Permit” means a valid permit by the governmental authority having jurisdiction over the air emissions of a Production Line/both
Production Lines at the Project Site that (1) permits construction of one/both Production Lines at a Project Site and (2) is not being appealed within 90 days after its issuance; provided, that if pending any appeal, Financial Closing for
a Project Site occurs, the Final Air Permit shall be deemed issued for all purposes in this Agreement.

Financial Closing” means
the date on which the closing occurs for funds adequate to fully finance the construction of a Production Line and the proceeds (or advances) can be made subject to customary conditions.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, firm, or other entity, or a governmental authority.

Production Line” means an activated carbon
production line having a total design capacity of at least 120 million pounds-per-year of activated carbon. This corresponds to a design production rate of 360,000 lb/day.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Project Costs” means the total installed capital cost of a Production Line and all affiliate facilities including any power island at a Project
Site and includes all development costs, financing costs AND capitalized interest.

Operating Revenues” means the amount of revenue
generated from the sale of activated carbon produced by a Production Line that is recognized in the books and records of a Project Company in accordance with Generally Accepted Accounting Principals in the United States

 


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(“USGAAP”). Project Company internal financials and accounting records, including invoices to customers, are auditable by Emission Strategies, Inc. for a
period of three years after each quarter.

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