Parent Bylaws means the Bylaws of Parent.
Company Bylaws means the bylaws of the Company, as amended.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
MergerSub has the meaning set forth in the preamble hereto.
Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.
Parent Charter means the Certificate of Incorporation of Parent, as from time to time amended.
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.
Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.
New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.
Company Certificate of Incorporation means the certificate of incorporation of the Company.
Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.
Merger Sub has the meaning set forth in the Preamble.
Merger Sub Board means the board of directors of Merger Sub.
Merger Sub 1 has the meaning set forth in the Preamble.
Company Charter means the certificate of incorporation of the Company, as amended.
Acquisition Sub shall have the meaning set forth in the Preamble.
Merger Sub I has the meaning set forth in the Preamble.
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.
Merger Sub 2 has the meaning set forth in the Preamble.
Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.
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.
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).
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Merger Sub II has the meaning set forth in the Preamble.
Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.
Memorandum and Articles of Association means the Memorandum and Articles of Association of the Company, as amended and restated from time to time.