definiens: means the aggregate amount of cash and cash equivalents held or owned by the Companies as of the ClosingEffective Time ( without taking into account any of the payments made by the Buyer pursuant to Section 2.3(f ) ), in each casedetermined in accordance with GAAP in a manner consistent with the historical accounting policies and procedures used inpreparing the Financial Statements ( excluding, for the avoidance of doubt, any cash subject to checks that have been writtenbut not cleared as of the Closing Effective Time, but including, to the extent not included as an accounts receivable, theamounts of any checks dated on or prior to the Closing Date that have been deposited but not cleared as of the ClosingEffective Time ( it being understood that if such checks do not clear within three Business Days of the Closing 2Date, such checks shall be disregarded and not included in Cash for purposes of Section 2.4 but shall instead remain part ofaccounts receivable ) and including the aggregate dollar amount paid to EUSA prior to the Merger Effective Time in respect ofthe exercise of EUSA Options outstanding prior to the Merger Effective Time ( including payments made through a set offagainst any amounts owed by any Company to the holder of such EUSA Option with the consent of such holder to such setoff ) )