Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.
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).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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.
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.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Company Share means one share of common stock of the Company, $0.01 par value per share.
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 Stockholder Approval has the meaning set forth in Section 4.2(b).
Base Merger Consideration means an amount equal to $1,855,000,000.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
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.
Common Share Reorganization has the meaning set forth in Section 4.1;
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Cash Merger Consideration has the meaning set forth in Section 2.5.