Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Earn-Out Consideration is defined in Section 2.5(c).
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Group 1 Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.
Closing Merger Consideration has the meaning set forth in Section 2.02
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.
Cash Consideration has the meaning set forth in Section 2.2.
Base Merger Consideration means an amount equal to $1,855,000,000.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Earnout Shares has the meaning set forth in Section 3.6(a).
Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.