Effective Time has the meaning set forth in Section 2.2.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Valuation Period for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.
First Effective Time has the meaning specified in Section 2.02.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Effective TBD means that the date is to be determined by further Commission action. A date listed as "anticipated effective" may be subject to change. An Advice Letter Supplement is not a new filing, and there is no protest period unless indicated.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.