NORWEGIAN CRUISE LINE HOLDINGS LTD Sample Clauses

NORWEGIAN CRUISE LINE HOLDINGS LTD a company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Holding")
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NORWEGIAN CRUISE LINE HOLDINGS LTD. The indenture will provide that NCL Holdings shall not consolidate with or merge with or into or otherwise combine with, or sell, lease or otherwise transfer or dispose of all or substantially all of NCL Holdings’ and its subsidiaries’ consolidated assets, taken as a whole, to, another person, unless: · NCL Holdings is the surviving person or the resulting, surviving or transferee person (if not NCL Holdings) is a person organized and existing under the laws of any Permitted Jurisdiction and treated as a corporation for U.S. federal income tax purposes, and such person (if not NCL Holdings) expressly assumes by supplemental indenture in form satisfactory to the trustee all of NCL Holdings’ obligations under the notes, the indenture and its guarantee (such surviving, resulting or transferee person, a “Guarantor Permitted Successor”); and · immediately after giving effect to such transaction, (i) we are a wholly-owned subsidiary of NCL Holdings or a Guarantor Permitted Successor and are treated as a disregarded entity for U.S. federal income tax purposes or have merged into NCL Holdings or a Guarantor Permitted Successor and (ii) no default or event of default has occurred and is continuing under the indenture. We shall deliver, or cause to be delivered, to the trustee an officer’s certificate and an opinion of counsel, each to the effect that such consolidation, merger, combination, sale, lease or other transfer or disposition complies with the requirements of the indenture, and such opinion of counsel shall state that the indenture, the notes and NCL Holdings’ guarantee constitute legal, valid and binding obligations of any Guarantor Permitted Successor, as applicable, subject to customary exceptions. 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 ...
Sample 1

Related to NORWEGIAN CRUISE LINE HOLDINGS LTD

  • India As used herein, “

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Federated Hermes Global Equity Fund Federated Hermes Global Small Cap Fund Federated Hermes SDG Engagement Equity Fund Federated Hermes Unconstrained Credit Fund Federated International Bond Strategy Portfolio Federated International Dividend Strategy Portfolio Federated International Leaders Fund Federated International Small-Mid Company Fund Federated International Strategic Value Dividend Fund Federated MDT Large Cap Value Fund Federated Michigan Intermediate Municipal Trust Federated Muni and Stock Advantage Fund Federated Municipal High Yield Advantage Fund Federated Municipal Ultrashort Fund Federated Municipal Bond Fund, Inc. Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Income Fund Federated Premier Municipal Income Fund Federated Short-Intermediate Duration Municipal Trust

  • NETHERLANDS There are no country-specific provisions. Norway There are no country-specific provisions. Peru

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

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