NCL Holdings definition
Examples of NCL Holdings in a sentence
Accordingly, references in this “Description of Notes” to “exchange rights,” or to the exchange of notes for ordinary shares of NCL Holdings, and all similar expressions, should be taken to refer to the entitlement of the holder to convert notes into Preference Shares and the immediate and automatic exchange of such Preference Shares for ordinary shares of NCL Holdings which the Company will cause to occur, as further described in “—Settlement Upon Exchange” below.
Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition, the Guarantor Permitted Successor (if not NCL Holdings) shall succeed to, and may exercise every right and power of, NCL Holdings under the indenture, the notes and NCL Holdings’ guarantee, and NCL Holdings shall be discharged from its obligations under the notes, the indenture and its guarantee except in the case of any such lease.
For purposes of the foregoing, any sale, lease or other transfer or disposition of the assets of one or more of NCL Holdings’ subsidiaries that would, if NCL Holdings had held such assets directly, have constituted the sale, lease or other transfer or disposition of all or substantially all of NCL Holdings’ consolidated assets, taken as a whole, will be treated as such under the indenture.
Pursuant to applicable NYSE rules, NCL Holdings will not issue a number of ordinary shares upon exchange of the notes contemplated hereby in excess of 19.99% of NCL Holdings’ outstanding ordinary shares unless its shareholders approve a proposal to permit the issuance of a greater number of shares.
All Preference Shares issued on conversion of the notes will (without any further action being required to be taken by exchanging holders of the notes) immediately and automatically be transferred on and as of the relevant exchange date from the relevant holder to NCL Holdings.
No Shareholders Rights For Holders of Notes Holders of notes, as such, will not have any rights as shareholders of the Company or NCL Holdings (including, without limitation, voting rights and rights to receive any dividends or other distributions on our or its ordinary shares).
If a distribution is made to the Lender that, due to the subordination provisions, should not have been made to them, the Lender shall be required to hold it in trust for the Senior Indebtedness and pay it over to them as their interests may appear.
We may, to the extent permitted by law and without the consent of holders, directly or indirectly (regardless of whether such notes are surrendered to us), repurchase notes in the open market or otherwise, whether by the Company, NCL Holdings or its subsidiaries or through private or public tenders or exchange offers or through counterparties to private agreements, including by cash-settled swaps or other derivatives.