Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Base Merger Consideration means $1,200,000,000.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Consideration has the meaning set forth in Section 2.1(a).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Stock Consideration has the meaning set forth in Section 2.01(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.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Company Share means one share of common stock of the Company, $0.01 par value per share.
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.
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on 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 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.
Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.