Capital Stock of any person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including any Preferred Stock, but excluding any debt securities convertible into or exchangeable for such
equity.
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
amalgamation, merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our Restricted Subsidiaries, taken as a whole, to any person (as that term is used
in Section 13(d)(3) of the Exchange Act) other than us or one of our Restricted Subsidiaries;
(2) the adoption of a plan relating to our liquidation or dissolution;
(3) the consummation of any transaction (including, without limitation, any amalgamation, merger or
consolidation) the result of which is that any person (as defined in clause (1) of this definition), 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 our outstanding Voting Stock, measured by voting power rather than number of shares;
(4) the first day on which a majority of the members of our Board of Directors are not Continuing
Directors; or
(5) we amalgamate or consolidate with, or merge with or into, any person, or any
person amalgamates or consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or of such other person is converted into or exchanged for cash, securities or other
property, other than any such transaction where our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving or transferee person, measured by
voting power rather than number of shares, immediately after giving effect to such transaction.
Change of Control
Triggering Event means the occurrence of both a Change of Control and a Ratings Decline.
Consolidated Net
Worth at any date of determination means the following amount, as shown on the most recent consolidated balance sheet of us and our Subsidiaries, determined on a consolidated basis in accordance with IFRS, as of the end of our most recent
fiscal quarter ending at least 45 days prior to the date of determination: (1) the consolidated equity of our common stockholders plus (2) the respective amounts reported with respect to any class or series of our Preferred Stock (other
than Exchangeable Stock and Redeemable Stock) but only to the extent of any cash received by us upon issuance of such Preferred Stock, excluding any gains or losses with respect to IRRMs that have been recognized or reported under IFRS, but
which do not reflect obligations of any person due and payable at that time.
Continuing Directors means, as
of any date of determination, any member of our Board of Directors who:
(1) was a member of such
Board of Directors on the date of the issuance of the Offered Debt Securities; or
(2) was
nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.
Debt Securities means any debt security or debt securities of any series authenticated and delivered under the
Indenture.
Default means any event which is, or after notice or passage of time or both would be, an Event of
Default.
Fitch means Fitch Inc., a subsidiary of Fimalac, S.A., or any successor to the rating agency
business thereof.
Guarantee means any obligation, contingent or otherwise, of any person directly or
indirectly guaranteeing any Indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation of such other person (whether arising by virtue of partnership arrangements, or
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