SOFR Adjustment means 0.10% (10 basis points) per annum.
Total Merger Consideration has the meaning set forth in Section 2.2(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
Base Merger Consideration means an amount equal to $1,855,000,000.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
First Merger shall have the meaning given in the Recitals hereto.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Merger Closing shall have the meaning set forth in Section 2.2.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Second Merger has the meaning set forth in the Recitals.
Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Company Merger shall have the meaning given in the Recitals.
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.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Closing Cash Amount has the meaning set forth in Section 2.2.
Adjustment Time means 12:01 a.m. Eastern Time on the Closing Date.