under the terms of our existing or future debt instruments. See Risk Factors Risks Relating to the Notes We may not be able to repurchase the notes upon a change of control
repurchase event.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are
applicable:
Change of Control means the occurrence of any one of the following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person (including any person (as that term is used in Section 13(d)(3) of the Exchange Act)) other
than to the Company or one of its Subsidiaries;
(2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person (including any person (as that term is used in Section 13(d)(3) of the Exchange Act)) becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than
number of shares;
(3) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with
or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction
where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such
transaction; or
(4) the adoption of a plan relating to the liquidation or dissolution of the Company.
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.
Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of
Moodys), a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P) and the equivalent Investment Grade credit rating from any additional Rating Agency or
Rating Agencies selected by the Company.
Moodys means Moodys Investors Service, Inc., and its successors.
Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity.
Rating Agency means (1) each of Moodys and
S&P and (2) if either of Moodys or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of the control of the Company, a Substitute Rating Agency thereof.
Rating Category means (i) with respect to S&P, any of the following categories: BBB, BB, B, CCC, CC, C and D (or
equivalent successor categories); (ii) with respect to Moodys, any of the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of S&P or Moodys
used by another Rating Agency. In determining whether the rating of any notes has decreased by one or more gradations, gradations within Rating Categories (+ and for S&P; 1, 2 and 3 for Moodys; or the equivalent gradations for
another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, will constitute a decrease of one gradation).
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