MP is the Market Price of the Common Stock on the last trading day preceding the date of the request to exercise the Warrants.
It is intended that the Orphan SPV Shareholder will maintain ownership of the Issuer outside the Group until the conditions to Escrow Release are satisfied. The Debt AssumptionOn the Issue Date, the Issuer will be a wholly owned subsidiary of the Orphan SPV Shareholder, who will hold the shares of the Issuer on charitable trust. The shipbuilder, STX M France, entered into a ship- a building contract with RCCL r and simultaneously entered intohc a pre-delivery agreement withthe Cayman Orphan SPV, who2 in turn entered into a delivery0 date agreement with RCCL.
The Parent represents that each of the other Obligors (other than any Obligor that is an Orphan Financeco, an Orphan SPV or a partially owned Financeco or a partially owned SPV) is a direct or indirect wholly-owned subsidiary of the Parent. It and each of its subsidiaries has obtained insurances on and in relation to its business and assets with reputable underwriters or insurance companies against such risks and to such extent as is usual for companies carrying on a business such as that carried on by such member of the Group, Orphan Financeco or Orphan SPV (as the case may be). In particular, such Obligor shall notify the Security Agent (or, in respect of any security to be granted under the Australian Finance Documents, the Australian Orphan SPV) forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which could reasonably be expected to have a material adverse effect upon the validity or binding nature or enforceability of the Relevant Share Pledge.
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