Parent Stock Plans has the meaning set forth in Section 4.5(a).
Parent Stock Plan has the meaning set forth in Section 6.2(a).
Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.
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.
Merger Sub Board means the board of directors of Merger Sub.
Base Merger Consideration means $1,200,000,000.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Merger Sub 2 has the meaning set forth in the Preamble.
Parent Stock means the common stock, par value $0.01 per share, of Parent.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Agreement has the meaning set forth in the Recitals.
Parent Stockholders means the holders of Parent Common Stock.
Acquiror has the meaning set forth in the Preamble.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.
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).
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Stock 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) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.