Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
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).
Stock Consideration has the meaning set forth in Section 2.01(c).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Earn-Out Consideration is defined in Section 2.5(c).
Base Merger Consideration means an amount equal to $1,855,000,000.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Earnout Consideration has the meaning specified in Section 2.08(a).
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Scheme Consideration means, in respect of:
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Share Consideration has the meaning given to it in Section 2.2;
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.
Unit Consideration has the meaning set forth in Section 2.2(a).
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Coop Shares Shares issued by a Cooperative Corporation.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).