As used herein, “Minimum Liquidity Amount” means at any time (i) if any principal amount of the Specified Converts remains outstanding, $1,482,500,000 and (ii) if no principal amount of the Specified Converts remains outstanding, $850,000,000.
Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.
Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from ▇▇▇▇▇’▇ (or such other term as ▇▇▇▇▇’▇ may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “▇▇▇▇▇’▇ Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s ▇▇▇▇▇’▇ Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.
Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.
Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).
Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).