Comparable Treasury Price means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for that Redemption Date.
Quotation Agent means one of the Reference Treasury Dealers appointed by the Company, as certified to the Trustee by the Company.
Reference Treasury Dealer means each of (i) BofA Securities, Inc. (ii) Citigroup Global Markets Inc. and (iii) Morgan Stanley & Co. LLC, and their respective successors; provided, in each case, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company will substitute for it another nationally recognized investment bank that is a Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Upon the occurrence of a Change of Control Repurchase Event, unless the Company has exercised its right to redeem the Securities as described above, each holder of the Securities will have the right to require the Company to purchase all or a portion of such holders Securities pursuant to the offer described below (the Change of Control Offer), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of the Securities on the relevant record date to receive interest due on the relevant interest payment date.
Within 30 days following the date upon which the Change of Control Repurchase Event occurred, or at the Companys option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to provide a notice to each holder of the Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is provided, other than as may be required by law (the Change of Control Payment Date). The notice, if provided prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
Holders of the Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form