Preliminary Gross Merger Consideration definition

Preliminary Gross Merger Consideration means $3,410,894,310.

Related to Preliminary Gross Merger Consideration

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • 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).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • 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.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Non-Cash Consideration means consideration in a form other than cash.

  • 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.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).