Constituent Documents means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.
Reorganized means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.
Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.
Reorganization Documents means the Reorganization Agreement, this Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Clear Secure Subscription Agreement and the MIP.
Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Reorganization Agreement has the meaning set forth in the recitals.
MergerSub has the meaning set forth in the Preamble.
New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.
Reorganization Plan means a plan of reorganization in any of the Cases.
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).
Reorganized Debtor means a Debtor, or any successor or assign thereto, by merger, consolidation, or otherwise, on and after the Effective Date.
Organizational Documents means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.
Instrument of Incorporation means the instrument of incorporation of the ICAV;
Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.
Company Governing Documents means the Company Bylaws and the Company Certificate.
Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).
Constituent entity means a merging entity or a surviv- ing entity in a merger.
Delaware LLC Act means the Delaware Limited Liability Company Act, as amended from time to time.
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 Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.
Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.
Constituent organization means an organization that is party to a merger.
Constituent Company means an existing company that is participating in a merger or consolidation with one or more other existing companies;