Post-Merger Stub Period means the period (x) starting on the day immediately after the day on which the Merger is completed and (y) ending on the last day of the calendar quarter in which the Merger is completed.
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).
Base Merger Consideration means an amount equal to $1,855,000,000.
Closing Merger Consideration has the meaning set forth in Section 2.02
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Merger Sub 1 has the meaning set forth in the Preamble.
Effective Time has the meaning set forth in Section 2.2.
Merger Closing shall have the meaning set forth in Section 2.2.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Merger Sub Board means the board of directors of Merger Sub.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.
Company Merger shall have the meaning given in the Recitals.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
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.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Merger Sub II has the meaning set forth in the Preamble.