Contingent Merger Consideration Milestone means [*].
Initial 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).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Aggregate Merger Consideration has the meaning set forth in Section 2.1(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 Merger Consideration has the meaning set forth in Section 3.1(a).
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).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Earnout Amount has the meaning set forth in Section 2.7(a).
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
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.
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.
Closing Cash Amount has the meaning set forth in Section 2.2.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Merger Closing shall have the meaning set forth in Section 2.2.
Earnout Payment has the meaning set forth in Section 2.3(b).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);