(i) The New Marvell Parent hereby agrees to publicly disclose on or before 9:00 a.m., New York City time, on the first Business Day after the date hereof, the exchange of the Exchanged Notes as contemplated by this Agreement in a press release. The New Marvell Parent hereby acknowledges and agrees that any press release or Current Report on Form 8-K will disclose all confidential information communicated by any Company or the Existing Marvell to the Investor or any Exchanging Investor in connection with the Exchange to the extent any Company or the Existing Marvell believes such confidential information constitutes material non-public information, if any, with respect to the Exchange or otherwise as of such time.
(j) No Company will take any action that would result in an adjustment to the Conversion Rate (as defined in the Indenture) on or prior to the Exchange Closing (other than, for the avoidance of doubt, as described in Section 2(k) below).
(k) Without limitation to the obligations of the Inphi Notes Issuer under the Indenture and Section 5.19 of the Merger Agreement, the Inphi Notes Issuer and the New Marvell Parent have duly authorized, executed and delivered the Supplemental Indenture and provided any related certificates, opinions and documentation required by the Trustee satisfying the requirements of Article 10 and Article 11 of the Indenture in connection with the Mergers, which Supplemental Indenture provides for, inter alia, the full and unconditional guarantee by the New Marvell Parent of each of Inphi Notes Issuers obligations under the Indenture and the substitution of the Inphi Notes Issuers Common Stock with a unit of Reference Property (each as defined in the Indenture) consisting of 2.323 shares of Common Stock and $66.00 in cash.
3. Representations and Warranties and Covenants of the Investor. As of the date hereof and as of the Exchange Closing Date (except as otherwise set forth below), the Investor hereby, for itself and on behalf of the Exchanging Investors, represents and warrants to, and covenants with, each Company that:
(a) The Investor and each Exchanging Investor is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) The Investor has all requisite corporate (or other applicable entity) power and authority to execute and deliver this Agreement for itself and on behalf of the Exchanging Investors and to carry out and perform its obligations under the terms hereof and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor and each Exchanging Investor, enforceable in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If the Investor is executing this Agreement on behalf of an Account, (i) the Investor has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and, bind, each Account, and (ii) Exhibit A attached to the Agreement contains a true, correct and complete list of (A) the name of each Account and (B) the principal amount of each Accounts Exchanged Notes, as applicable.
(c) As of the date hereof and as of the Exchange Closing, each of the Exchanging Investors is the current sole legal and beneficial owner of the Exchanged Notes set forth on Exhibit A attached to this Agreement and has held such Exchanged Notes continuously since at least April 14, 2021. When the Exchanged Notes are exchanged, the Inphi Notes Issuer will acquire good, marketable and unencumbered title thereto, free and clear of all liens, mortgages, pledges, security interests, restrictions, charges, encumbrances or adverse claims, rights or proxies of any kind (Liens). None of the Exchanging Investors has, nor prior to the Exchange Closing, will have, in whole or in part, other than pledges or security interests that an Exchanging Investor may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, (x) assigned, transferred, hypothecated, pledged, exchanged, submitted for conversion pursuant to the Indenture or otherwise disposed of any of its Exchanged Notes (other than to the Inphi Notes Issuer pursuant hereto), or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes.