Form 8-K Seagate Technology plc For: May 18
Each of the following definitions in Section 1.01 of the Indenture is hereby amended and updated in its entirety as follows:
????Guarantor?? means the parent company, or any successor debtor under the parent guarantee in accordance with Article 5, STX, and each entity which, in accordance with section 4.08 (c), performs an act complementary to this Agreement providing for the guarantee of the payment of the Notes, in each case, unless and until such Guarantor is released from its collateral for Notes under this Indenture.
????Parent?? means Seagate Technology Holdings plc, a public limited company incorporated under the laws of Ireland, or any successor debtor of its obligations under this Indenture and the Notes in accordance with Section 5. ??
????Registration fees agreement?? means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company, STX and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to Additional Tickets, any registration rights agreements between The Company, the Parent Company and the Initial Purchasers party thereto relate to the rights granted by the Company and the Parent Company to the Purchasers of Additional Tickets to record these additional tickets or exchange them for tickets registered under securities law. ??
Section 11.07 of the Deed of Trust is hereby amended and updated in its entirety as follows:
?? Section 11.07 Applicable law; Waiver of jury trial. This Indenture, including any guarantee for the Notes, and the Notes will be governed by and construed in accordance with the laws of the State of New York. Each of the Company, the Parent Company, STX and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any right to a jury trial in any legal proceedings arising out of or relating to this Indenture, including any ticket guarantee. , tickets or transactions contemplated herein. ??
Section 11.13 of the Deed of Trust is hereby amended and updated in its entirety as follows:
?? Section 11.13 No liability of directors, officers, employees, legal entities, members and shareholders.
No director, officer, employee, founder, member or shareholder of the Company, STX or the parent company, as such, will have any responsibility for the obligations of the company, STX or the company. parent under the Notes, any collateral for the Notes or this Indenture or for any claim based on, with respect to or by reason of any such obligations or their creation. Each ticket holder, by accepting a ticket, waives any such liability. The waiver and release form part of the consideration for the issuance of the Notes.
Section 11.14 of the Deed of Trust is hereby amended and updated in its entirety as follows:
?? Section 11.14 Consent to jurisdiction; Appointment of an agent for the service of the process. The Company, STX and the parent company, jointly and severally, agree that:
(a) Any lawsuit, action or proceeding against the Company, STX or the Parent Company arising out of or relating to this Indenture and the Notes may be brought in any state or United States federal court in the Borough of Manhattan. , New York City, New York, and any court of appeal of any of them, and the Company, STX and the parent company irrevocably submit to the non-exclusive jurisdiction of these courts in any suit, action or proceeding. The Company, STX and the Parent Company irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action or proceeding which may be brought in connection with this Deed of Trust, the Notes and the Rights Agreement. registration, including such actions, prosecutions. or proceedings relating to the securities laws of the United States of America or any state thereof, before such courts, whether for reasons of place, residence or domicile or on the ground that a such suit, action or proceeding has been instituted