structure or other facility will be a Principal Property if, in the good faith opinion of our Board of Directors (or a committee thereof), such building, structure or other facility is not of
material importance to our business taken as a whole.
Restricted Subsidiary
means any of our Subsidiaries that owns a
Principal Property.
Sale and Leaseback Transaction
means any direct or indirect arrangement relating to property now
owned or hereafter acquired whereby we or a Restricted Subsidiary transfers such property to another Person and we or a Restricted Subsidiary leases or rents it from such Person (other than (i) leases between us and a Restricted Subsidiary or
between Restricted Subsidiaries, (ii) temporary leases for a term, including renewals at the option of the lessee, of not more than three years and (iii) leases of a property executed by the time of, or within 90 days after the latest of,
the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property).
Subsidiary
means, with respect to any Person, any corporation, partnership, limited liability company or other business
entity of which at least a majority of the outstanding shares of Voting Stock is at the time directly or indirectly owned or controlled by such Person or one or more of the Subsidiaries of such Person.
Value
means, with respect to a Sale and Leaseback Transaction, an amount equal to the present value of the lease payments
with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension options contained in the lease, discounted at the weighted average interest rate of all series of debt
securities issued pursuant to the indenture and having the benefit of the covenants described above under Limitation on Liens and Limitation on Sale and Leaseback Transactions (including the effective interest
rate of any original issue discount debt securities) which are outstanding on the date of such Sale and Leaseback Transaction.
Voting Stock
means Equity Interests of any Person having ordinary power to vote in the election of members of the Board of
Directors, managers, trustees or other controlling Persons of such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such entity shall have or might have voting power by reason of the happening of a
contingency).
The indenture contains no other restrictive covenants, including those that would afford holders of the notes protection in
the event of a highly-leveraged transaction involving Zoetis or any of its affiliates, or any covenants relating to total indebtedness, interest coverage, stock repurchases, recapitalizations, dividends and distributions to shareholders, current
ratios or acquisitions and divestitures.
Consolidation, Merger or Sale
We will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our and
our subsidiaries property and assets taken as a whole (in one transaction or a series of related transactions) to any person, or permit any person to merge with or into us, unless:
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(a)
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we shall be the continuing person, or the person (if other than us) formed by such consolidation or into which we are merged or that acquired or leased such property and assets (the Surviving Person), shall
be an entity organized and validly existing under the laws of the United States of America or any jurisdiction thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, all of our obligations under the
indenture and the notes;
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(b)
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immediately after giving effect to such transaction, no default or event of default (each as defined in the indenture) shall have occurred and be continuing; and
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(c)
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we deliver to the trustee an officers certificate and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all
conditions precedent provided for herein relating to such transaction have been complied with.
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The Surviving Person will succeed to, and
except in the case of a lease, be substituted for, us under the indenture.
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