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of Section 13(d) of the Exchange Act (a Group), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the indenture);
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(2)
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the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or
dissolution of the Company (whether or not otherwise in compliance with the provisions of the indenture); or
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(3)
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any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares
representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company.
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Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a wholly owned
subsidiary of a holding company and (ii) the holders of the Voting Stock of such holding company immediately following such transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to such
transaction.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance
or other disposition of all or substantially all of our assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase substantially all there is no precise
established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets of
those of our subsidiaries taken as a whole to another person or group may be uncertain.
Change of Control Triggering
Event
means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Common
Stock
of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or
non-voting)
of, such Persons common stock,
and includes, without limitation, all series and classes of such common stock.
Consolidated Net Tangible Assets
means,
as of any date on which we effect a transaction requiring such Consolidated Net Tangible Assets to be measured hereunder, the aggregate amount of assets (less applicable reserves) after deducting therefrom: (a) all current liabilities, except
for current maturities of long-term debt and
obligations under capital leases; and (b) intangible assets, to the extent included in said aggregate
amount of assets, all as set forth on our most recent consolidated balance sheet and computed in accordance with generally accepted accounting principles in the United States of America applied on a consistent basis.
Credit Agreement
means the Credit Agreement, dated as of October 25, 2017, among the Company, as borrower, Bank of
America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto, including
any related letters of credit, notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time by one or
more credit facilities, in which case, the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitute the Credit Agreement under the indenture, whether with the same or
different agents and lenders.
Funded Debt
means Indebtedness, whether or not contingent, for money borrowed (including
all obligations evidenced by bonds, debentures, notes or similar instruments) owed or guaranteed by the Company or any consolidated subsidiary, and any of the debt which under generally accepted accounting principles in the United States of America
would appear as debt on the consolidated balance sheet of the Company.
Investment Grade Rating
means a rating equal to
or higher than Baa3 (or the equivalent) by Moodys and
BBB-
(or the equivalent) by S&P, or, in each case, if such Rating Agency ceases to rate the notes or fails to make
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