Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Second Merger has the meaning set forth in the Recitals.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Closing Merger Consideration has the meaning set forth in Section 2.02
Base Merger Consideration means $1,500,000,000.
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.
Acquisition Closing Date means the date on which the Acquisition is consummated.
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
First Merger has the meaning set forth in the Recitals.
Permitted Merger shall have the meaning set forth in Section 3.01.
Merger Effective Time has the meaning set forth in Section 2.2.
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.