Dell International means Dell International Inc., a Delaware corporation, and any Person formed by or surviving any merger, amalgamation or consolidation with Dell International that is not Dell International.
Upon the consummation of the Reorganization, New Dell International agrees to unconditionally assume Dell International’s Obligations under the Indenture and the Initial Notes on the terms and subject to the conditions set forth in the Indenture and to be bound by all other applicable provisions of the Indenture and to perform all of the obligations and agreements of Dell International under the Indenture.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Effective Date Issuers Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Dell International and EMC.
The provisions in this Effective Date Issuers Supplemental Indenture with respect to New Dell International shall become effective only upon the consummation of the Reorganization.
In the event and on each occasion that any Net Proceeds are received by or on behalf of Dell, Dell International, the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within ten Business Days after such Net Proceeds are received, prepay Loans in an aggregate amount equal to 100% of such Net Proceeds.
Sponsor Stockholders Agreement The Company is party to an Amended and Restated Sponsor Stockholders Agreement (the “Sponsor Stockholders Agreement”), dated as of September 7, 2016, by and among the Company, Denali Intermediate Inc., Dell Inc., EMC Corporation, Denali Finance Corp., Dell International L.L.C., the MD Stockholders, the MSD Partners Stockholders, the SLP Stockholders and the other stockholders named therein.