Ex-Dividend Time means, with respect to any distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such distribution.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Base Merger Consideration means an amount equal to $1,855,000,000.
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).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Merger Closing shall have the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub Board means the board of directors of Merger Sub.
Effective Time has the meaning set forth in Section 2.2.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Merger Sub 1 has the meaning set forth in the Preamble.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
First Merger shall have the meaning given in the Recitals hereto.
Company Merger shall have the meaning given in the Recitals.
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.