First Merger shall have the meaning given in the Recitals hereto.
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).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Company Merger shall have the meaning given in the Recitals.
Closing Merger Consideration has the meaning set forth in Section 2.02
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Merger Sub Board means the board of directors of Merger Sub.
Base Merger Consideration means an amount equal to $1,855,000,000.
Sub-Limit means a cost sharing requirement under a health insurance policy in which an Insurer would not be liable to pay any amount in excess of the pre-defined limit.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.5.
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.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
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.
Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.
Merger Closing shall have the meaning set forth in Section 2.2.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Merger Sub I has the meaning set forth in the Preamble.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.