Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration means $1,200,000,000.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
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).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Merger Consideration has the meaning set forth in Section 2.1(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Stock Consideration has the meaning set forth in Section 2.01(c).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Cash Consideration has the meaning set forth in Section 2.2.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.
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.
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.
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.