Member Equity Merger Distribution means that portion of the Cash Merger Consideration that will be distributed to Distributee Members in satisfaction of Members' Equity other than Stub Period Member Equity.
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).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.
Base Merger Consideration means an amount equal to $1,855,000,000.
Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.
Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
First Merger shall have the meaning given in the Recitals hereto.
Closing Merger Consideration has the meaning set forth in Section 2.02
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
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.
Common Share Reorganization has the meaning set forth in Section 4.1;
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Reorganization Transactions shall have the meaning set forth in the recitals.
Company Merger shall have the meaning given in the Recitals.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.