Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.
Insurance Agreement means the insurance and indemnity agreement identified in the Adoption Annex.
Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.
Reinsurance Agreement means any agreement, contract, treaty, certificate or other arrangement whereby any Regulated Insurance Company agrees to transfer, cede or retrocede to another insurer or reinsurer all or part of the liability assumed or assets held by such Regulated Insurance Company under a policy or policies of insurance issued by such Regulated Insurance Company or under a reinsurance agreement assumed by such Regulated Insurance Company.
Shareholder Agreement has the meaning set forth in the Recitals.
Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.
Voting Agreement has the meaning set forth in the Recitals.
Company Rights Agreement shall have the meaning set forth in Section 4.3.
Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.
Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.
Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Series B Purchase Agreement has the meaning set forth in the Recitals.
Investment Agreement shall have the meaning set forth in the Recitals hereto.
Reinsurance Agreements means any agreement, contract, treaty, certificate or other arrangement by which any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability assumed or assets held by it under one or more insurance, annuity, reinsurance or retrocession policies, agreements, contracts, treaties, certificates or similar arrangements. Reinsurance Agreements shall include, but not be limited to, any agreement, contract, treaty, certificate or other arrangement that is treated as such by the applicable Department.
Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.
Series B Certificate of Designations means the certificate of designations establishing the terms of the Series B Preferred Stock.
Original LLC Agreement has the meaning set forth in the Recitals.
New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.
Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.
Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Common Stock Agreement means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.
Certificate Insurance Policy The Financial Guaranty Insurance Policy No. CA01172A, and all endorsements thereto dated the Closing Date, issued by the Certificate Insurer for the benefit of the Class AF-3 Certificateholders.
Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.