Consolidated Net Tangible Assets means the total amount of assets (less
applicable reserves and other items deductible from the gross book value of specific asset amounts) after deducting (1) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the
obligor to a date more than 12 months after the date as of which the amount is being determined) and (2) all customer lists, computer software, licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill,
capitalized research and development costs and other like intangibles, treasury stock and unamortized debt discount and expense, and all other like intangible assets, all as stated on Edwards most recent publicly available consolidated balance
sheet preceding the date of determination and determined in accordance with generally accepted accounting principles.
Debt
means any and all of the obligations of a Person for money borrowed which in accordance with generally accepted accounting principles would be reflected on the balance sheet of such Person as a liability as of the date the Debt is to be determined.
Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same
economic effect as any of the foregoing) on or with respect to any property.
Person means an individual, a corporation, a
company, a voluntary association, a partnership, a trust, a joint venture, a limited liability company, an unincorporated organization, or a government or any agency, instrumentality or political subdivision thereof.
Restricted Property means, as to any particular series of notes, any manufacturing facility or plant owned, or leased, by Edwards
or a Restricted Subsidiary and located within the United States, including Puerto Rico, the gross book value (including related land, machinery and equipment without deduction of any depreciation reserves) of which is not less than 1% of
Consolidated Net Tangible Assets as stated on Edwards most recent publicly available consolidated balance sheet preceding the date of determination, other than any such manufacturing facility or plant which the board of directors reasonably
determines is not material to the operation of Edwards business and its Subsidiaries, taken as a whole.
Restricted
Subsidiary means a Subsidiary (as defined below) (i) which is a significant subsidiary as defined in
Rule 1-02(w)
of
Regulation S-X
under the U.S. federal securities laws or (ii) which owns a Restricted Property; provided, however, that the term shall not include any Subsidiary which is solely or primarily engaged in the business of providing or obtaining financing for the
sale or lease of products sold or leased by us or any Subsidiary.
Subsidiary means, with respect to any Person, any
corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the outstanding shares or other interests having the power to vote in the election of directors, managers or trustees thereof is at
the time directly or indirectly owned or controlled by such Person or one or more of the Subsidiaries of such Person. Unless the context otherwise requires, all references to Subsidiary or Subsidiaries herein shall refer to our Subsidiaries.
United States means the United States of America (including the States thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.
Consolidation, Merger and Sale of Assets
The indenture generally provides that we may not consolidate with or merge into, or directly or indirectly sell, transfer or convey, including
by lease, all or substantially all of our assets and the assets of our Subsidiaries, taken as a whole, to another entity, unless: (i) the resulting, surviving or transferee entity (A) is a corporation, limited liability corporation,
partnership or trust organized under the laws of the United States, any state thereof
15