Newco Valaris definition

Newco Valaris means a newly-formed limited company, or other legal entity, in form and substance and incorporated in Bermuda or such other jurisdiction as is reasonably determined in each case by the Company Parties and the Required Consenting Creditors (such determination not to be unreasonably withheld, conditioned or delayed), that will be the ultimate parent of the Filing Entities (other than Valaris) as from the Plan Effective Date and the issuer of the Newco Valaris Equity.
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Examples of Newco Valaris in a sentence

  • Excluding the appointment of the members of the New Board as set forth above, all corporate governance matters related to Newco Valaris, and the definitive documents governing all corporate governance matters will be determined by the Required Consenting Noteholders in their reasonable discretion.

  • Excluding the appointment of the members of the New Board as set forth above, all corporate governance matters related to Newco Valaris, and the definitive documents governing all corporate governance matters will be determined by the Required Consenting Creditors in their reasonable discretion.

  • Reorganized Equity Interests / Listing On the Plan Effective Date, Newco Valaris shall issue new ordinary shares (the “New Shares”) in accordance with the terms of the Plan, any organization documents of Newco Valaris, and applicable Law (including applicable securities laws).

  • Reorganized Equity Interests / Listing On or prior to the Plan Effective Date, Newco Valaris shall issue new ordinary shares (the “New Valaris Equity”) in accordance with the terms of the Plan, any organization documents of Newco Valaris, and applicable Law (including applicable securities laws).

  • Credit Facility Claims On the Plan Effective Date, each holder of an allowed Credit Facility Claim shall receive its pro rata share of 32.5% of Newco Valaris Equity.

  • Governance The new board of directors or managers of Newco Valaris (as applicable) (the “New Board”) shall consist of seven members, comprised of (i) the Chief Executive Officer of Newco Valaris; (ii) four members appointed by the Ad Hoc Group; and (iii) two members appointed by a majority of holders by principal amount of Credit Facility Claims.

  • The Rights Offering shall be conducted by Newco Valaris and consummated on the terms and conditions of, and in accordance with procedures that are consistent in all material respects with, this Restructuring Term Sheet, the Backstop Agreement, and applicable securities laws and otherwise in form and substance reasonably acceptable to the Company Parties and the Required Consenting Noteholders in all respects (the “Rights Offering Procedures”).

  • Governance The new board of directors or managers of Newco Valaris (as applicable) (the “New Board”) shall consist of 7 members, comprised of (i) the Chief Executive Officer of Newco Valaris; (ii) 4 members appointed by the Ad Hoc Group; and (iii) 2 members appointed by a majority of holders by principal amount of Credit Facility Claims.

Related to Newco Valaris

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • MergerSub has the meaning set forth in the preamble hereto.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • SSE means the Shanghai Stock Exchange.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • HHI ’ means the Herfindahl-Hirschman Index, a commonly accepted measure of market concentration. It is calculated by squaring the market share of each firm competing in the market and then summing the resulting numbers. For example, for a market consisting of four firms with shares of thirty, thirty, twenty, and twenty percent, the HHI is 2600 (302 + 302 + 202 + 202 = 2600).

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Effective Time has the meaning set forth in Section 2.2.

  • Acquiror has the meaning set forth in the Preamble.

  • EBS means Electronic Bid Submission.

  • Constellation has the meaning assigned to that term in the Recitals.

  • AHPRA means The Australian Health Practitioner Regulation Agency. AHPRA is responsible for regulating Australia’s registered health practitioners.

  • ESMA means the European Securities and Markets Authority.

  • CBI means Central Bureau of Investigation

  • Merger Sub Board means the board of directors of Merger Sub.

  • SBI means State Bank of India (Client) having its Corporate Centre at Madame Cama Road, Nariman Point, Mumbai- 400 021 and its representative Local Head Offices/Administrative Offices/Regional Business Offices/Branches at various places across India and includes the client’s representatives, successors and assigns.

  • Acquireco has the meaning ascribed thereto in the recitals.

  • Holdco has the meaning set forth in the Preamble.