Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.
Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Investor Warrants has the meaning given it in the recitals of this Agreement.
Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.
Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.
Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall vest and be exercisable ratably commencing on the exercise of the Series B Warrants held by the Purchaser (or its assigns) and have a term of exercise equal to 5 years from the date of issuance, in the form of Exhibit C attached hereto.
Parent Warrants means the outstanding warrants to purchase Parent Common Stock.
Sponsor Warrants shall have the meaning given in the Recitals hereto.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.
Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
Lead Investor means Empery Asset Master, Ltd.
Note Shares means the shares of Common Stock issuable upon conversion of the Notes.
Placement Warrants shall have the meaning given in the Recitals hereto.
New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.
Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.
Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.
Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.
Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Private Placement Warrants shall have the meaning given in the Recitals hereto.