Adjusted Percentage

Adjusted Percentage. A percentage between 0% and 25%, based on a linear interpolation of the Cash Threshold Amount at the Closing between $445,000,000 and $300,000,000; provided that, for the avoidance of doubt, if the Cash Threshold Amount is (a) above $445,000,000, then the Adjusted Percentage shall be deemed to be 0% and (b) below $300,000,000, then the Adjusted Percentage shall be deemed to be 25%.