Related to Merger Consideration Statement

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).
Base Merger Consideration means $1,200,000,000.
Merger Consideration has the meaning set forth in Section 2.1(a).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
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).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
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.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Initial Consideration has meaning ascribed by Clause 4.1;
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Company Stock Certificate has the meaning set forth in Section 1.7.
Cash Consideration has the meaning set forth in Section 2.2.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Merger Shares has the meaning set forth in Section 2.2(c).
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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