Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
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).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Base Merger Consideration means $1,200,000,000.
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).
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.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
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.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
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.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Amalco Common Shares means the common shares in the capital of Amalco;