Closing Per Share Designated Equityholder Merger Consideration means an amount equal to (a) the Closing Per Share Cash Merger Consideration, minus (b) the Per Share Designated Equityholder Spinco Value.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Total Merger Consideration has the meaning set forth in Section 2.2(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.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
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).
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
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).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
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.