Definitive Documents means the documents listed in Section 3.01.
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Definitive Agreements has the meaning set forth in Section 5.11(a).
Definitive Documentation means the definitive documents and agreements governing the Restructuring Transactions (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or supplemented from time to time), including the following: (a) the Plan (and all exhibits, ballots, solicitation procedures, and other documents and instruments related thereto); (b) Definitive Documents (as defined in the Restructuring Support Agreement); (c) the Confirmation Order;
Definitive Agreement means that certain Securities Purchase Agreement by and between Issuer and Treasury, dated as of the Signing Date.
Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.
Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.
Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.
Restructuring Transactions means the transactions described in Article IV.B of the Plan.
Restructuring Agreement shall have the meaning set forth in the recitals.
Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).
Unrestricted Definitive Security means Definitive Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.
Restricted Definitive Security means a Definitive Security bearing the Private Placement Legend.
Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.
Bidding Document means set of documents prepared by PSDF which consists of “Instructions to Training Providers”, TORs and forms for providing information about profile of the organization and Technical & Financial Proposals.
Definitive Securities means Bearer Securities in definitive form and includes any replacement ETP Security issued pursuant to these Conditions.
Unrestricted Definitive Notes means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.
Restructuring Support Agreement has the meaning set forth in the Recitals.
Restructuring Plan means the extrajudicial restructuring plan, filed with the Sao Paulo Bankruptcy and Reorganization Court on August 19, 2020 (the “Restructuring Plan Filing Date”), providing for the issuance of the Securities and of the New Notes in exchange for the restructuring of various financial debts of OEC and certain of its Affiliates, as duly amended from time to time.
Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.
Definitive Warrant means a Warrant Certificate in definitive form that is not deposited with the Depositary or with the Warrant Agent as custodian for the Depositary.
Restricted Definitive Note means a Definitive Note bearing the Private Placement Legend.
Sale Order means an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to Buyer and Seller approving this Agreement and all of the terms and conditions hereof, and approving and authorizing Seller to consummate the Transactions.
Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.