Primary Rights Offering definition

Primary Rights Offering means the rights offering for (i) $46,875,000 aggregate principal amount of Exit Notes and (ii) New Diamond Common Shares representing approximately 12.78% of the total New Diamond Common Shares outstanding on the Effective Date, subject to dilution by the MIP and the New Warrants, issued by the Reorganized Diamond Offshore, in each case on the terms set forth on the Plan.
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Primary Rights Offering has the meaning set forth in the Form of Plan.
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Primary Rights Offering means the rights offering of Primary Rights Offering Common Stock for the Primary Rights Offering Amount, commenced by the Debtors prior to the Petition Date, pursuant to which (a) each Qualifying Noteholder had the opportunity to subscribe for its pro rata share of 95% of the Primary Rights Offering Common Stock and (b) each Qualifying Equity Holder had the opportunity to subscribe for up to 100% of the 5% of the Primary Rights Offering Common Stock allocated to the Qualifying Equity Holders (provided that, to extent of any oversubscription, each Equity Holder Rights Offering Participant will receive its pro rata share of the available amount calculated based upon its ownership of Equity Holder Rights Offering Record Date Shares), in each case at the Primary Rights Offering Share Price.
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Examples of Primary Rights Offering in a sentence

  • The New Diamond Common Shares to be issued pursuant to the Primary Rights Offering and the Delayed Draw Rights Offering will be issued on the Effective Date.

  • Pursuant to the Primary Rights Offering, the Debtors will conduct a rights offering available to eligible Holders of Senior Notes for (i) $46,875,000 in aggregate principal amount of Exit Notes and (ii) New Diamond Common Shares representing approximately 12.26% of the total New Diamond Common Shares outstanding on the Effective Date, subject to dilution by the MIP Equity Shares and the New Warrants.

  • Such Financing Party has, or will have as of the Closing, sufficient available funds to fulfill its Closing Date obligations under this Agreement and the other Transaction Agreements to which it is a party (including the Primary Rights Offering and the Primary Private Placement, as applicable).

  • Pro Rata Share of the Primary Rights Offering Shares and the aggregate Incremental Liquidity Per Share Price for such Backstop Participant’s Backstop Pro Rata Share of the Unsubscribed Incremental Liquidity Shares pursuant to its Backstop Commitment.

  • The obligations of the Commitment Parties to purchase such Unsubscribed Primary Stapled Securities in connection with the Primary Rights Offering as described in this Section 2.2(b) shall be referred to as the “Primary Backstop Commitment” and, together with the Primary Subscription Commitment, the “Funding Commitment”.

  • Such Financing Party is not a party to any Contract with any Person (other than the Transaction Agreements and any Contract giving rise to the Expense Reimbursement hereunder) that would give rise to a valid claim against the Company or any of the Debtors for a brokerage commission, finder’s fee or like payment in connection with the Primary Rights Offering, the Primary Private Placement or the sale of the Unsubscribed Stapled Securities, as applicable to such Financing Party.

  • All amounts paid by the Indemnifying Party to an Indemnified Person under this Article VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Primary Rights Offering Per Share Price for all Tax purposes.

  • Rights Offering Escrow Account” means the account where thefunds raised pursuant to the Primary Rights Offering and the Liquidity Option Funding will be escrowed until the Effective Date.

  • Primary Rights Offering Funding Amount” means an amountup to $96,250,000.

  • On and after the Effective Date, Reorganized Key shall, and shall be authorized to, take all steps necessary to effectuate the Primary Rights Offering and implement the Backstop Commitment, all pursuant to and consistent with the terms of the Fundamental Implementation Agreements.


More Definitions of Primary Rights Offering

Primary Rights Offering has the meaning set forth in the recitals hereof.
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Primary Rights Offering has the meaning set forth in the Backstop Agreement.
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Primary Rights Offering means the offering under of Primary
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Related to Primary Rights Offering

  • Company IP Rights means all Intellectual Property owned, licensed, or controlled by the Company or its Subsidiaries that is necessary for or used in the operation of the business of the Company and its Subsidiaries as presently conducted.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • IP Ancillary Rights means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

  • distributed ledger technology or ‘DLT’ means a technology that enables the operation and use of distributed ledgers;

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Proprietary Rights means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Ancillary Rights means, in each case with respect to the relevant Seller Receivable:

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • IP Rights has the meaning specified in Section 5.17.

  • Patent Family means all patents and patent applications that share a common priority application, excluding continuations in part, but including any divisionals, continuations, reissues, reexaminations, extensions, foreign counterparts or equivalents. For the avoidance of doubt, if any patent or patent application is subject to a terminal disclaimer with any other patent or patent application such patent or patent application and such other patent or patent application shall be deemed one (1) Patent Family for the purposes of this Agreement.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

  • Program Patent Rights means any Patent Rights that contain one or more claims that cover Program Inventions.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).

  • Company-Owned IP Rights means Company IP Rights that are owned by the Company or any of its Subsidiaries.

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Patent Rights means all patents and patent applications, including all divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, additions, renewals, extensions, registrations, and supplemental protection certificates and the like of any of the foregoing.

  • Best available control technology or “BACT” means an emissions limitation, including a visible emissions standard, based on the maximum degree of reduction for each regulated NSR pollutant which would be emitted from any proposed major stationary source or major modification which the reviewing authority, on a case-by-case basis, taking into account energy, environmental, and economic impacts and other costs, determines is achievable for such source or modification through application of production processes or available methods, systems, and techniques, including fuel cleaning or treatment or innovative fuel combination techniques for control of such pollutant. In no event shall application of best available control technology result in emissions of any pollutant which would exceed the emissions allowed by any applicable standard under 567—subrules 23.1(2) through 23.1(5) (standards for new stationary sources, federal standards for hazardous air pollutants, and federal emissions guidelines), or federal regulations as set forth in 40 CFR Parts 60, 61 and 63 but not yet adopted by the state. If the department determines that technological or economic limitations on the application of measurement methodology to a particular emissions unit would make the imposition of an emissions standard infeasible, a design, equipment, work practice, operational standard or combination thereof may be prescribed instead to satisfy the requirement for the application of best available control technology. Such standard shall, to the degree possible, set forth the emissions reduction achievable by implementation of such design, equipment, work practice or operation and shall provide for compliance by means which achieve equivalent results.

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

  • Licensed Patent Rights means: (a) Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of these patents; (b) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): (i) continuations-in-part of 2.9(a); (ii) all divisions and continuations of these continuations-in-part; (iii) all patents issuing from these continuations-in-part, divisions, and continuations; (iv) priority patent application(s) of 2.9(a); and (v) any reissues, reexaminations, and extensions of these patents; (c) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): all counterpart foreign and U.S. patent applications and patents to 2.9(a) and 2.9(b), including those listed in Appendix A; and (d) Licensed Patent Rights shall not include 2.9(b) or 2.9(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.9(a).