Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.
Wholly-Owned means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.
Non-Wholly Owned Subsidiary means, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Wholly Owned Domestic Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary of such person.
Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
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.
Wholly Owned Subsidiary of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.
Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.
Wholly-Owned Investment Sub means an entity (i) that is wholly-owned8 by a Regulated Fund (with such Regulated Fund at all times holding, beneficially and of record, directly or indirectly, 95% or more of the voting and economic interests); (ii) whose sole business purpose is to hold one or more investments on behalf of such Regulated Fund (and, in the case of a SBIC Subsidiary (defined below), maintain a license under the SBA Act (defined below) and issue debentures guaranteed by the SBA (defined below)); (iii) with respect to which such Regulated Fund’s Board has the sole authority to make all determinations with respect to the entity’s participation under the Conditions to this Application; and that (iv) (A) would be an investment company but for Section 3(c)(1), 3(c)(5)(C), or 3(c)(7) of the Act, (B) relies on Rule 3a-7 under the Act, or (C) qualifies as a REIT within the meaning of Section 856 of the Code because substantially all of its assets would consist of real properties. The term “SBIC Subsidiary” means a Wholly-Owned Investment Sub that is licensed by the Small Business Administration (the “SBA”) to operate under the Small Business Investment Act of 1958, as amended, (the “SBA Act”) as a small business investment company.
Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.
Equity Agreements has the meaning set forth in Section 5.1.
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.
Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.
Pledged Operating Agreements means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.
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).
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Subsidiary Agreements means said agreements collectively.
Voting Agreements has the meaning set forth in the Recitals.
Ancillary Agreements means the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds, the Assignments of Leased Properties, the Assignments of Intellectual Property and any other instrument or agreement contemplated by this Agreement or the foregoing.
Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.
Governing Documents means, with respect to any Person, such Person’s charter, articles or certificate of incorporation, limited partnership, formation or organization, bylaws, limited partnership agreement, limited liability company agreement or other documents or instruments which establish the rules, procedures and rights with respect to such Person’ governance, in each case as amended, restated, supplemented and/or modified and in effect as of the relevant date.
Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.