Related to Class A Common Unit Merger Consideration
Company means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.
Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
Board means the Board of Directors of the Company.
Commission means the Securities and Exchange Commission.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Agreement has the meaning set forth in the preamble.
Director means a member of the Board.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Department means the department of natural resources.
Initial Merger Consideration shall have the meaning set forth in Section 2.1(b)(i).
Per Share Merger Consideration has the meaning set forth in Section 3.1(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).
Merger Consideration has the meaning set forth in Section 3.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $3,150,000,000.
Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.
Class A Common Units has the meaning set forth in Section 3.1.
Class A Common Shares means the shares of Class A Common Stock, par value $0.08 per share, of the Company, having such rights associated with such Class A Common Shares as set forth in the governing documents of the Company, including the Company’s Bye-laws, and any Equity Securities issued or issuable in exchange for or with respect to such Class A Common Shares (i) by way of dividend, split, subdivision, conversion or consolidation of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or similar transaction.
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Estimated Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 1.4(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).