Stock of Pioneer is reclassified into or exchanged for cash, securities or other property, other than any such transaction where:
(a) the outstanding Voting Stock of Pioneer is reclassified into or exchanged for other Voting Stock of Pioneer or for Voting Stock of the
surviving corporation, and
(b) the holders of the Voting Stock of Pioneer immediately prior to such transaction own, directly or
indirectly, not less than a majority of the Voting Stock of Pioneer or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction; or
(3) the stockholders of Pioneer shall have approved any plan of liquidation or dissolution of Pioneer.
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Rating Decline with respect to
the notes.
Consolidated Net Worth means, with respect to any person, the stockholders equity of such person and its
Subsidiaries, as determined on a consolidated basis in accordance with generally accepted accounting principles, less (to the extent included in stockholders equity) amounts attributable to redeemable stock of such person or its Subsidiaries.
Dollar-Denominated Production Payments means production payment obligations recorded as liabilities in accordance with GAAP,
together with all undertakings and obligations in connection therewith.
Government Contract Lien means any Lien required by
any contract, statute, regulation or order in order to permit us or any of our Subsidiaries to perform any contract or subcontract made by us or our Subsidiaries with or at the request of the United States or any State thereof or any department,
agency or instrumentality of either or to secure partial, progress, advance or other payments by us or any of our Subsidiaries to the United States or any State thereof or any department, agency or instrumentality of either pursuant to the
provisions of any contract, statute, regulation or order.
Indebtedness means, with respect to any person, at any date, any
obligation created or assumed by such person for the repayment of borrowed money and any guarantee thereof.
Investment Grade
means BBB- or higher by S&P and Baa3 or higher by Moodys, or the equivalent of such ratings by S&P or Moodys, or, if either S&P and Moodys shall not make a rating on the notes
publicly available, another Rating Agency.
Lien means any mortgage, pledge, security interest, encumbrance, lien, charge or
adverse claim affecting title or resulting in an encumbrance against real or personal property or a security interest of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof
or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to us or any of our Subsidiaries under a lease that is
not in the nature of a conditional sale or title retention agreement).
Moodys means Moodys Investors Service,
Inc. or any successor to the rating agency business thereof.
Net Amount of Rent as to any lease for any period means the
aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease
that is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as payable under such lease subsequent to the first date upon which it may be so
terminated.
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