Related to Merger Claim

Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Consideration has the meaning set forth in Section 2.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration means $1,200,000,000.
Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Dissenting Share has the meaning set forth in Section 2.6 below.
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.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
CGCL means the California General Corporation Law.
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.

Merger Claim definition

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Merger Claim definition

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