Pre-Merger Stub Period means the period (x) starting on the first day of the calendar quarter in which the Merger is completed and (y) ending on the day the Merger is completed.
Base Merger Consideration means an amount equal to $1,855,000,000.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(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).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Merger Sub Board means the board of directors of Merger Sub.
First Merger shall have the meaning given in the Recitals hereto.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
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.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Effective Time has the meaning set forth in Section 2.2.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Company Merger has the meaning set forth in the recitals hereto.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
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.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.
Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;