Undersigned Entity definition
Examples of Undersigned Entity in a sentence
On or prior to the Closing Date, the Undersigned Entity shall deliver to the Company completed IRS Forms W-9 or W-8, as applicable, with regards to each Holder.
The Company and the Holder shall provide such respective instructions to its respective Undersigned Entity necessary for settlement of the Exchange.
If the Undersigned Entity is executing this Agreement on behalf of Accounts, (a) the Undersigned Entity has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and bind, each Account, and (b) Exhibit A hereto is a true, correct and complete list of (i) the name of each Account, (ii) the principal amount of such Account’s Old Notes, and (iii) the principal amount of New Notes to be issued to such Account in respect of such Account’s Old Notes.
The Undersigned Entity and each of its Holders is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.
The Undersigned Entity has the power, authority and capacity to execute and deliver this Agreement for itself and on behalf of the Holders, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.
Without the prior written consent of the Undersigned Entity, the Company shall not disclose the name of the Undersigned Entity or any Holder in any filing or announcement, unless such disclosure is required by applicable law, rule, regulation or legal process based on advice of counsel.
Each Holder is the sole legal and beneficial owner of the Old Notes set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned Entity is the sole legal and beneficial owner of all of the Old Notes) and, at the Closing, will be the sole legal and beneficial owner of the Old Notes set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned Entity will be the sole legal and beneficial owner of the Old Notes).
Each Undersigned Entity acknowledges that all New Notes will be issued in minimum denominations of $1,000 principal amount and integral multiples of $1,000 thereafter in accordance with the Indenture.
Each Undersigned Entity acknowledges that all New Notes will be issued in minimum denominations of $100,000 principal amount and integral multiples of $1.00 thereafter in accordance with the Indenture.
Upon the Company’s delivery of the New Notes to the Holder (or any Undersigned Entity) pursuant to the Exchange, such New Notes will be entitled to the benefits of the Indenture and shall be free and clear of all Liens created by the Company (other than any Permitted Lien (as defined in the Indenture)).