Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Total 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).
Stock Consideration has the meaning set forth in Section 2.01(c).
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).
Merger Consideration has the meaning set forth in Section 3.1(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Series Closing Date means the date designated as such in the Series Term Sheet.
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.
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.
Subsequent Closing has the meaning set forth in Section 3.2.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Stock 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.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.