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Closing Merger Consideration has the meaning set forth in Section 2.02
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Base Merger Consideration means an amount equal to $1,855,000,000.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Merger Closing shall have the meaning set forth in Section 2.2.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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