definition of Change of Control Repurchase Event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Companys request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
Change of Control means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the Companys Voting Stock, measured by voting power rather than number of shares.
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by the Company.
Moodys means Moodys Investors Service, Inc., and its successors.
Rating Agency means (1) each of Moodys and S&P; and (2) if either of Moodys or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Board of Directors delivered to the trustee) as a replacement agency for Moodys or S&P, or both, as the case may be.
S&P means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.
Voting Stock of any specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
RESOLVED, that the 2031 Notes are declared to be issued under the Indenture and subject to the provisions hereof;
RESOLVED, that with respect to the Securities of each series, (i) the Company is authorized, if reasonably requested by the Trustee, to provide the Trustee with such reasonable information as it has in its possession to enable the Trustee to determine whether any payments pursuant to the Indenture are subject to the withholding requirements described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (Applicable Law), provided, however, that the Company shall not be required to provide information that it is prohibited legally from disclosing; and (ii) the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law, for which the Trustee shall not have any liability;
RESOLVED, that the President and Chief Executive Officer or any Vice President of the Company is authorized to execute, on the Companys behalf and in its name, and the Secretary or any Assistant Secretary of the Company is authorized to attest to such execution and under the Companys seal (which may be in the form of a facsimile of the Companys seal), $600,000,000 aggregate principal amount of the 2031 Notes (and in addition, Securities to replace lost, stolen, mutilated or destroyed Securities and Securities required for exchange, substitution or transfer, all as provided in the Indenture) and to deliver such Securities to the Trustee for authentication, and the Trustee is authorized and directed thereupon to authenticate and deliver the same to or upon the written order of this Company as provided in the Indenture;
RESOLVED, that the signatures of the Company officers so authorized to execute the Securities of each such series may be the manual or facsimile signatures of the present or any future authorized officers and may be imprinted or otherwise reproduced thereon, and the Company for such purpose adopts each facsimile signature as binding upon it notwithstanding the fact that at the time the respective Securities shall be authenticated and delivered or disposed of, the individual so signing shall have ceased to hold such office;
RESOLVED, that Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are appointed joint bookrunning managers of the underwriters for the issuance and sale of the Securities of each series authorized hereby, and the President and Chief Executive Officer or any Vice President of the Company is authorized, in the Companys name and on its behalf, to execute and deliver an underwriting agreement with the underwriters, relating to the offering and sale of the Securities authorized hereby;