Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Base Merger Consideration means an amount equal to $1,855,000,000.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Consideration has the meaning set forth in Section 3.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Company Share means one share of common stock of the Company, $0.01 par value per share.
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.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
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.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;