Investment Grade Rating means, at the time of determination, at least one of the following ratings of a Persons senior, unsecured long-term indebtedness for borrowed money which is pari passu with the Notes and which does not have the benefit of a guaranty from any Person other than any such Person that at such time also so guarantees the obligations of the Company under this Agreement and the Notes: (i) by Standard & Poors Rating Services, a division of The McGraw-Hill Companies, or any successor thereof (S&P), BBB- or better, (ii) by Moodys Investors Service, Inc., or any successor thereof (Moodys), Baa3 or better, or (iii) by another rating agency of recognized national standing, an equivalent or better rating.
Irish GAAP means generally accepted accounting principles (including International Financial Reporting Standards, as applicable) as in effect from time to time in the Republic of Ireland.
Lien means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.
Make-Whole Amount is defined in Section 8.6.
Margin Stock has the meaning provided in Regulation U.
Material means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.
Material Acquisition means any transaction, or any series of related transactions, consummated on or after the date of the Initial Closing, by which the Reporting Entity or any of its Restricted Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, partnership, joint venture, corporation (including a business trust), joint stock company, trust, unincorporated association, limited liability company, or division thereof or other entity, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or a series of transactions) at least a majority of the voting power of all Voting Stock of a Person (on a fully diluted basis), if the aggregate amount of Debt incurred by one or more of the Reporting Entity and its Restricted Subsidiaries to finance the purchase price of, or other consideration for, and/or assumed by one or more of them in connection with, such acquisition is at least $150,000,000 (or the equivalent of such amount in the relevant currency of payment, reasonably determined by the Company as of the date of such incurrence and/or assumption based on the exchange rate of such other currency).
Material Adverse Effect means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Reporting Entity and its Subsidiaries taken as a whole, or (b) the ability of the Company or the Reporting Entity to perform its obligations under this Agreement, any Supplemental Note Purchase Agreement, the