Closing Company Optionholder Consideration means (a) the Closing Consideration times (b) the number of shares subject to Company Options divided by (c) the Total Outstanding Fully-Diluted Shares.
Company Optionholders means the holders of Company Options.
Company Optionholder means a holder of Company Options.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
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).
Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Company Options means options to purchase shares of Company Common Stock.
Stock Consideration has the meaning set forth in Section 2.01(c).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Base Merger Consideration means an amount equal to $1,855,000,000.
Cash Consideration has the meaning set forth in Section 2.2.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Earn-Out Consideration is defined in Section 2.5(c).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.