Debt-for-Equity Exchange Consideration means the total of the Voluntary Debt-for-Equity Exchange Consideration and the Mandatory Debt-for-Equity Exchange Consideration.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Equity Award Exchange Ratio means the sum of (i) the Share Consideration, plus (ii) the quotient of (x) the Cash Consideration divided by (y) the Parent Stock Price, rounded to the nearest one thousandth.
Parent Equity Plan shall have the meaning set forth in Section 4.6.
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Scheme Consideration means, in respect of:
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Consideration has the meaning set forth in Section 2.2.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Share Consideration has the meaning given to it in Section 2.2;
Earn-Out Consideration is defined in Section 2.5(c).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Closing Merger Consideration has the meaning set forth in Section 2.02