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).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Closing Merger Consideration has the meaning set forth in Section 2.02
Base Merger Consideration means an amount equal to $1,855,000,000.
First Merger shall have the meaning given in the Recitals hereto.
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).
Merger Closing shall have the meaning set forth in Section 2.2.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Second Merger has the meaning set forth in the Recitals.
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Effective Time has the meaning set forth in Section 2.2.
Company Merger shall have the meaning given in the Recitals.
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Merger Sub Board means the board of directors of Merger Sub.
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.