Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Base Merger Consideration means an amount equal to $1,855,000,000.
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).
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Co-op Shares Shares issued by private non-profit housing corporations.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Cash Merger Consideration has the meaning set forth in Section 2.5.
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.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Option Consideration has the meaning set forth in Section 3.3(a).
Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).
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.