Parent has entered into that certain Agreement and Plan of Merger, dated as of February 5, 2013 (as may be amended, modified or supplemented, the “Merger Agreement”), by and among Parent, Denali Intermediate Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and wholly-owned Subsidiary of Intermediate (“Merger Sub”), and Dell Inc.
Acquiror has the meaning specified in the Preamble hereto.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
MergerSub has the meaning set forth in the Preamble.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Company Acquisition Transaction means any transaction or series of transactions involving:
Purchaser Parent has the meaning set forth in the preamble to this Agreement.
Buyer Parent has the meaning set forth in the Preamble.
Merger Subs has the meaning set forth in the Preamble.
Merger Sub has the meaning set forth in the Preamble.
Acquisition Sub shall have the meaning set forth in the Preamble.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.
Seller Parent has the meaning set forth in the Preamble.
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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub 1 has the meaning set forth in the Preamble.
Share 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
PubCo has the meaning set forth in the Preamble.
Buyer has the meaning set forth in the preamble.
Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.
Shares 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
First Closing has the meaning set forth in Section 2.1(a).
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.