A portion of the Vested Option Merger Consideration will be deposited into the Escrow Fund by Parent pursuant to Section 1.8.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
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).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.5.
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
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).
Option Consideration has the meaning set forth in Section 3.3(a).
Vested Options means the Options that have vested in accordance with Section 2.2 of this Agreement.
Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Vested Option means any Option, which has already been vested according to the Vesting Dates.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of such time or will vest in connection with the consummation of the transactions contemplated hereby (whether at the Effective Time or otherwise).
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Unvested Company Option means any Company Option that is not a Vested Company Option.