Average Transaction Consideration means, with respect to a holder of one Reference Share in a Reference Share Offer, (a) the aggregate consideration actually paid or distributed in respect of all Reference Shares accepted in such Reference Share Offer, divided by (b) the total number of Reference Shares outstanding immediately prior to the expiration of the Reference Share Offer and entitled to participate in such Reference Share Offer.

Average Transaction Consideration means, with respect to a holder of one Reference Share subject to a Reference Share Offer, the quotient derived by dividing (a) the aggregate amount of consideration actually distributed or paid to all holders of Reference Shares that participated in such Reference Share Offer, by (b) the total number of Reference Shares outstanding immediately prior to the expiration of the Reference Share Offer of the type entitled to participate in such Reference Share Offer. The Company shall determine the Average Transaction Consideration based on information that is publicly available to the Company, which may require that the Company estimate the Average Transaction Consideration. The Company shall true up the amount of any estimated Average Transaction Consideration if and to the extent the Company obtains more definitive information with which to calculate the Average Transaction Consideration.

Average Transaction Consideration means, as to each Reference Share subject to a Reference Share Offer, the quotient derived by dividing (a) the aggregate amount of consideration actually distributed or paid to all holders of Reference Shares that participated in such Reference Share Offer, by (b) the total number of Reference Shares of such Reference Company outstanding immediately prior to the closing of the Reference Share Offer of the class or series entitled to participate in such Reference Share Offer (in each case, for the avoidance of doubt, giving effect to Reference Shares held by the Company and the consideration received by the Company in respect of such Reference Shares). The Company shall determine the Average Transaction Consideration based on information that is publicly available to the Company at the date of determination, which may require that the Company estimate the Average Transaction Consideration. If and to the extent the Company estimates the amount of the Average Transaction Consideration and thereafter obtains more definitive information with which to calculate such amount, the Company shall true up the amount of any estimated Average Transaction Consideration.

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For the avoidance of doubt, the Trustee and the Exchange Agent shall rely conclusively on the calculations and information provided to them by the Company including, but not limited to, Current Market Price, VWAP, Trading Price, Parity Value, Reference Share Proportionate Reduction, Average Transaction Consideration and the make whole premium.
A "Reference Share Offer Adjustment" means including as part of a Reference Share each share of publicly traded equity securities, if any, deemed to be distributed on or in respect of a Reference Share as Average Transaction Consideration (as defined below) less the Reference Share Proportionate Reduction (as defined below).

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Transaction Consideration has the meaning set forth in Section 11.7 hereof.
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.
Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.
Equity Consideration has the meaning set forth in Section 2.02.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Option Consideration has the meaning set forth in Section 3.3(a).
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.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earnout Consideration has the meaning specified in Section 2.05(a).
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
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.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Stock Consideration has the meaning set forth in Section 2.01(c).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.
Cash Consideration has the meaning set forth in Section 2.2.
Base Merger Consideration means $1,200,000,000.
Aggregate Consideration has the meaning set forth in Section 11.6(C).
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.
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.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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