Event of Default has the meaning specified in Section 5.03 of this First Supplemental Indenture.
Exchange Notes has the meaning specified in the Registration Rights Agreement.
Existing Marvell Notes collectively refer to the $1.0 billion in aggregate principal amount of 4.200% Senior Notes due 2023 and 4.875% Senior Notes due 2028 issued by Marvell pursuant to the indenture, dated as of June 22, 2018, as amended by a first supplemental Indenture, dated as of June 22, 2018, between Marvell and U.S. Bank National Association, as trustee, which are outstanding as of April 5, 2021.
First Supplemental Indenture has the meaning specified in the recitals of this First Supplemental Indenture.
Fitch means Fitch Ratings, Inc. and its successors.
GAAP means generally accepted accounting principles in the United States of America in effect from time to time.
guarantee means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term guarantee, when used as a verb, has a correlative meaning.
Guarantor means Marvell, and any such entity that executes a supplemental indenture pursuant to Section 7.01 hereof until the date that such entity is released from its guarantee pursuant to Section 7.02 hereof or otherwise.
Hedging Obligations means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.
Indebtedness means, with respect to any Person, indebtedness of such Person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments but not including Non-recourse Obligations), if and to the extent any of the foregoing indebtedness would appear as a liability upon an unconsolidated balance sheet of such Person (but does not include contingent liabilities which appear only in a footnote to a balance sheet).
Indenture has the meaning specified in the recitals of this First Supplemental Indenture.
Independent Investment Banker means one of the Reference Treasury Dealers, as may be appointed from time to time by the Company; provided, however, that if any Reference Treasury Dealer ceases to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer.
Initial Notes has the meaning set forth in Section 3.01(b) of this First Supplemental Indenture.
Inphi Acquisition means the acquisition by the Company of all the outstanding equity interests of Inphi Corporation, a Delaware corporation, pursuant to the Merger Agreement.
Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or, if applicable, the equivalent investment grade credit rating from any Substitute Rating Agency appointed in accordance with the proviso to the definition of Rating Agency.