Parent Merger Price means the average of the closing sale prices of a share of Parent Common Stock as reported on the Nasdaq National Market at the close of trading on the ten consecutive trading days preceding the date of this Agreement.
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).
First Merger shall have the meaning given in the Recitals hereto.
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.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Company Merger shall have the meaning given in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Closing shall have the meaning set forth in Section 2.2.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub Board means the board of directors of Merger Sub.
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.
Share Exchange has the meaning set forth in Section 2.1.
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.
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 Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
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 Stockholder Approval has the meaning set forth in Section 4.2(b).
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.