Nominal Merger Consideration means a total of One Hundred Seventy Nine Million Dollars ($179,000,000).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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 Merger Consideration has the meaning set forth in Section 2.02
Base Merger Consideration means an amount equal to $1,855,000,000.
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).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Cash Consideration has the meaning set forth in Section 2.2.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Company Share means one share of common stock of the Company, $0.01 par value per share.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Merger Closing shall have the meaning set forth in Section 2.2.
Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.