Final Common Stock Merger Consideration means the sum of (i) the Final Adjusted Merger Consideration plus (ii) the Aggregate Option Exercise Price.
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).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration means $1,200,000,000.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Stock Consideration has the meaning set forth in Section 2.01(c).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
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.
Amalco Common Shares means the common shares in the capital of Amalco;
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.