New Warrants means those certain warrants to purchase New Valaris Equity on the terms set forth in the New Warrant Agreement.
Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the date hereof, between the Depositor and U.S. Bank Trust National Association, as Warrant Agent and as Trustee, as the same may be amended from time to time.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.
holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.
Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.
Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.
Investor Rights Agreement has the meaning set forth in the Recitals.
Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.
Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.
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 Series C Warrants shall vest proportionally to the exercise of any Series B Warrants, be immediately exercisable and have a term of exercise equal to five (5) years from the initial issue date, in the form of Exhibit C attached hereto.
Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Rights Agreement shall have the meaning set forth in Section 3(c) hereof.
U.S. Warrantholder means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;
Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.
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.