The Indentures. Each of the Indentures has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); and on the relevant Closing Date, each of the Indentures will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
The Indentures. The Base Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act, and assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, and each Supplemental Indenture has been duly authorized by the Company and on the Closing Date will be duly executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Trustee, when each such Supplemental Indenture is duly executed and delivered in accordance with its terms and the terms of the Base Indenture, each Indenture will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law (collectively, the “Enforceability Exceptions”); and on the Closing Date, each Indenture will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
The Indentures. Neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Parent or any of its Subsidiaries violates any of the 2003 Indenture, the 2006 Indenture or the Subordinated Notes. The Revolver Commitments and Obligations constitute “Designated Senior Indebtedness” under each Indenture. Agent may condition Borrowings, Letters of Credit and other credit accommodations under the Loan Documents from time to time upon Agent’s receipt of evidence that the Revolver Commitments and Obligations continue to constitute “Designated Senior Indebtedness” at such time.
The Indentures. The Indentures have been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”).
The Indentures. Each of the Indentures has been duly authorized by the Company and each of the Guarantors party thereto and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); and except as otherwise disclosed in the Time of Sale Information and the Offering Memorandum, on the Closing Date, each Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.
The Indentures. The Base Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and the Base Indenture conforms with all requirements of the Trust Indenture Act applicable to an indenture that is qualified thereunder. The Eleventh Supplemental Indenture has been duly authorized by the Company and, on the Closing Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance with its terms by the Trustee, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and the Eleventh Supplemental Indenture (including any amendments and supplements thereto) will conform on the Closing Date with all requirements of the Trust Indenture Act applicable to an indenture that is qualified thereunder.
The Indentures. The Indentures have been duly authorized by the Company and, when duly executed and delivered in accordance with their respective terms by each of the parties thereto, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, re-organization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity) (collectively, the “Enforceability Exceptions”).
The Indentures. The Parent, the Subsidiaries and the Trustee shall have simultaneously authorized, executed and delivered the Indentures. The Indentures shall be in full force and effect and shall constitute the valid, binding and enforceable obligation of the Parent, Subsidiaries and the Trustee, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the rights and remedies of creditors and by general equitable principles, regardless of whether such enforceability is considered in a proceding at law or in equity, and no default on the part of the Parent or Subsidiaries shall exist thereunder.
The Indentures. (a) Parent or MergerCo will be permitted, at their option and expense, to commence and conduct, in accordance with the terms of either Indenture, one or more tender offers and (if it so elects) to conduct a consent solicitation with respect to the outstanding 2029 Convertible Notes and/or 2028 Senior Notes (any such offer to purchase, together with any such consent solicitation, a “Debt Offer”). If Parent or MergerCo elect to conduct a Debt Offer, Parent shall provide the Company with substantially complete drafts of the necessary offer to purchase, letter of transmittal, supplemental indenture or other related documents in connection with such Debt Offer (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on the Debt Offer Documents, and Parent shall give reasonable and good faith consideration to any comments made by the Company and its counsel; provided, that any offer to purchase and/or consent solicitation statement shall be provided to the Company no later than two (2) full Business Days prior to commencement of the applicable Debt Offer. Parent shall reasonably consult with the Company regarding the timing and commencement of any Debt Offer and any relevant tender or consent deadlines. The closing (or, if applicable, effectiveness) of any Debt Offer shall be expressly conditioned on the consummation of the Merger (which condition shall not be waivable by Parent and/or MergerCo) and the acceptance for purchase by Parent or MergerCo, as applicable, of any and all validly tendered and not validly withdrawn 2029 Convertible Notes and/or 2028 Senior Notes by the holders thereof in such Debt Offer. The Company shall reasonably cooperate with Parent and MergerCo to cause any such Debt Offer to close concurrently with the consummation of the Merger. If Parent and/or MergerCo elect to conduct a Debt Offer, (i) the Debt Offer shall be conducted in compliance with the applicable Indenture and applicable Law, including all SEC rules and regulations, and (ii) the Company shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with any Debt Offer, at the sole expense of Parent. For the avoidance of doubt, (A) the consummation of a Debt Offer shall not be a condition to Closing and (B) neither the C...
The Indentures. The Indenture (including the respective Guarantee set forth therein) has been duly authorized, executed and delivered, by each of the Company and the Guarantor and, assuming due authorization, execution and delivery by the Trustee, constitutes a legal, valid and binding instrument of each of the Company and the Guarantor enforceable against each of the Company and the Guarantor in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law, or, in particular between the United States and the Cayman Islands, by the absence of treaties providing for reciprocal recognition and enforcement of judgments in civil and commercial matters (collectively referred to as the “Enforceability Exceptions”)); the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Agreement, will constitute legal, valid and binding obligations of the Company and the Guarantor, as applicable, entitled to the benefits of the Indenture, subject to the Enforceability Exceptions; and the Indenture has been duly qualified under the Trust Indenture Act.
