Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.
Parent Organizational Documents means the certificate of incorporation and bylaws, each as amended as of the date of this Agreement, of each of Parent and Merger Sub.
MergerSub has the meaning set forth in the preamble hereto.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.
Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.
Merger Sub 2 has the meaning set forth in the Preamble.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub has the meaning set forth in the Preamble.
Company Governing Documents means the Company Bylaws and the Company Certificate.
Merger Sub I has the meaning set forth in the Preamble.
Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.
Merger Sub II has the meaning set forth in the Preamble.
Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.
Parent Bylaws means the Bylaws of Parent.
Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.
Acquisition Sub shall have the meaning set forth in the Preamble.
Buyer Documents has the meaning set forth in Section 5.2.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.
Company Bylaws means the bylaws of the Company, as amended.
New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).
Organizational Documents means (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.
Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.