Option Consideration has the meaning set forth in Section 3.3(a).
Aggregate Stock Consideration is defined in Section 2.05C.
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.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Cash Consideration has the meaning set forth in Section 2.2.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
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.
Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Base Consideration has the meaning set forth in Section 1.2.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Aggregate Consideration has the meaning set forth in Section 11.6(C).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Earnout Consideration has the meaning set forth in Section 2.8.
Closing Stock Consideration has such meaning as set forth in Section 2.7(b).
Base Merger Consideration means $1,500,000,000.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.
Conversion Consideration shall have the meaning specified in Section 14.12(a).