Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
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).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Closing shall have the meaning set forth in Section 2.2.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
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.
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.
Stock Consideration has the meaning set forth in Section 2.01(c).
Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.