Observation Period means, with respect to any Note to be converted, (A) if the Conversion Date for such Note occurs before the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, the forty-five (45) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion Date; and (B) if such Conversion Date occurs on or after the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, the forty-five (45) consecutive VWAP Trading Days beginning on, and including, the forty-sixth (46th) Scheduled Trading Day immediately before the Maturity Date.
Officer means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company.
Officers Certificate means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements of Section 11.03.
Open of Business means 9:00 a.m., New York City time.
Opinion of Counsel means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Trustee, that meets the requirements of Section 11.03, subject to customary qualifications and exclusions.
Person or person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate person under this Indenture.
Physical Note means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.
Purchase Agreement means that certain Purchase Agreement, dated April 23, 2019, between the Company and the Initial Purchaser.
Regular Record Date has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on April 15, the immediately preceding April 1; and (B) if such Interest Payment Date occurs on October 15, the immediately preceding October 1.
Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.
Responsible Officer means (A) any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject.
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