Comparable Treasury Issue means the United States Treasury Security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Securities to be redeemed (assuming for this purpose, that such notes matured on February 15, 2061) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.
Comparable Treasury Price means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.
Plex Acquisition means the closing of the transaction contemplated by that certain Agreement and Plan of Merger by and among the Company, Rockwell Automation US Holdings, Inc., a Delaware corporation (Merger Sub), Plex Systems Holdings, Inc., a Delaware corporation (Plex), and Francisco Partners Management LLC, solely in its capacity as the representative for Plexs securityholders, pursuant to which the Company will acquire all of the outstanding shares of capital stock of Plex, through the merger of Merger Sub with and into Plex, with Plex continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the Plex Acquisition).
Quotation Agent means the Reference Treasury Dealer appointed by the Company.
Reference Treasury Dealer means each of BofA Securities, Inc., Goldman Sachs & Co. LLC, Loop Capital Markets LLC and Wells Fargo Securities, LLC and their respective successors; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in the United States (a Primary Treasury Dealer), the Company shall substitute therefor another nationally recognized investment banking firm 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 Company, 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 by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third business day immediately preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption assuming, for this purpose, that such notes matured on the applicable par call date; provided, however, that if such Redemption Date is not an Interest Payment Date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.