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
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
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).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
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.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.
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.
Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.