Stock Consideration has the meaning set forth in Section 2.01(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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).
Merger Consideration has the meaning set forth in Section 3.1(a).
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.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Base Merger Consideration means an amount equal to $1,855,000,000.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Cash Consideration has 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.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
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 Cash Consideration has the meaning set forth in Section 3.01(a)(ii).