Post-Merger Net Revenues means gross revenues of the Seller Business as determined in accordance with GAAP less discounts, allowances and pass through revenue amounts for media advertising.
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.
First Merger shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Annual Division of Revenue Act means the Act of Parliament, which must be enacted annually in terms of section 214 (1) of the Constitution;
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
Permitted Merger shall have the meaning set forth in Section 3.01.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
net non-operating income means the difference between:
Merger Closing shall have the meaning set forth in Section 2.2.
Net Sales Revenue shall have the meaning as set out in Schedule "A"
Company Merger shall have the meaning given in the Recitals.
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.
Net Revenues means the difference between:
Tax Revenues means the Personal Income Taxes and such other revenues, including Alternative Revenues (but excluding Building Aid), as the Authority may derive directly from the State from taxes imposed by the City or the State and collected by the State.