Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.
ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532);
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Physical Settlement Amount For any Settlement Date for which Physical Settlement is applicable, an amount in cash equal to the product of (a) the Forward Price in effect on the relevant Settlement Date multiplied by (b) the Settlement Shares for such Settlement Date.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Conversion Agreement shall have the meaning set forth in the Recitals.
Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.
Restructuring Agreement shall have the meaning set forth in the recitals.
Exchange Agreement has the meaning set forth in the Recitals.
Master Transaction Agreement has the meaning set forth in the recitals.
Redemption Agreement has the meaning set forth in the Recitals.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Net Share Settlement means the settlement method pursuant to which an exercising Warrantholder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Net Share Amount without any payment therefor.
Backstop Agreement means that certain backstop commitment agreement by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as amended by that certain amended backstop commitment agreement, dated February 5, 2021, by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as may be further amended, supplemented, or modified from time to time, setting forth, among other things, the terms and conditions of the Rights Offering and the Backstop Commitments, attached as Exhibit 2 to the Restructuring Term Sheet.
Private Placement Agreement has the meaning set forth in Annex A hereto.
Put Agreement means an agreement dated as of August 13, 2008, as amended, among the Company, OT LLC and Rio Tinto Alcan.