definiens: shall mean an amount, in cash, equal [ * ] $ 375,000,000 [ * ] ( c ) Section 6.12 of the Agreement shall be amended and restated in its entirety as follows:“6.12 Merger Consideration Certificate(a ) No later than [ * ] the Company shall deliver to Parent a certificate ( in a form and substance reasonablysatisfactory to Parent ) duly executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officerof the Company ( the ) setting forth the Company ’s good faith estimates ofthe following information ( collectively, the ), which shall be set forth on anaccompanying spreadsheet : [ * ] The spreadsheet accompanying the Estimated Merger Consideration Certificate shallshow with detailed specificity the basis for the calculation of each element of the Merger Consideration Certificate Dataand shall break out all payments that are subject to withholding Taxes on a separate worksheet for payment by Parent orthe Surviving Corporation rather than by the Paying Agent