VDOT Merger Share Value means the lesser of (x) or (y) where:
Total Merger Consideration has the meaning set forth in Section 2.2(a).
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).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Closing Merger Consideration has the meaning set forth in Section 2.02
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Merger Shares has the meaning set forth in Section 2.2(c).
Base Merger Consideration means an amount equal to $1,855,000,000.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Cash Merger Consideration has the meaning set forth in Section 2.5.
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.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Share Exchange Event shall have the meaning specified in Section 14.07(a).
First Merger shall have the meaning given in the Recitals hereto.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Company Shares means the common shares in the capital of the Company;
Merger Closing shall have the meaning set forth in Section 2.2.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.