Closing Consideration shall have the meaning set forth in Section 2.1(b).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Cash Consideration has the meaning set forth in Section 2.2.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Merger Consideration has the meaning set forth in Section 3.1(a).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Earn-Out Consideration is defined in Section 2.5(c).
Base Merger Consideration means an amount equal to $1,855,000,000.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Non-Cash Consideration means consideration in a form other than cash.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.