Make-Whole Fundamental Change Conversion Period means, with respect to a Make-Whole Fundamental Change, the period from, and including, the effective date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date).
Market Disruption Event means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.
Maturity Date means May 15, 2025.
Note Agent means any Registrar, Paying Agent or Conversion Agent.
Note Security means any Note or Conversion Share.
Notes means the 4.75% Convertible Senior Notes due 2025 issued by the Company pursuant to the Indenture.
Observation Period means, with respect to any Note to be converted, (A) if the Conversion Date for such Note occurs on or before February 18, 2025, the forty (40) 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 after February 18, 2025, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty first (41st) 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 10.03.
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 10.03, 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 the Indenture.
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