Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
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).
Cash Merger Consideration has the meaning set forth in Section 2.5.
Base Merger Consideration means an amount equal to $1,855,000,000.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.
Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.
Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);