Parent Topco Share means one share of CVS Health Corporation common stock (ticker symbol “CVS”), par value $0.01 per share.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)
Merger Consideration has the meaning set forth in Section 3.1(a).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
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).
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
REIT Share means a share of common stock, par value $.01 per share, of the General Partner.
Parent Common Shares means the common shares of beneficial interest, $0.01 par value 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.
Common Share means one share of the common stock of the Company.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
Cash Consideration has the meaning set forth in Section 2.2.