Restructuring Agreement shall have the meaning set forth in the recitals.
Reorganization Agreement has the meaning set forth in the recitals.
Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.
Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.
Transaction Agreement has the meaning set forth in the recitals.
Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.
Restructuring Transactions means the transactions described in Article IV.B of the Plan.
Restructuring Support Agreement has the meaning set forth in the Recitals.
Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.
Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;
Support Agreement has the meaning set forth in the Recitals.
Chapter 11 Plan means a plan of reorganization or liquidation filed in any of the Chapter 11 Cases under Section 1121 of the Bankruptcy Code.
Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.
Master Transaction Agreement has the meaning set forth in the recitals.
Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with the Agreement, executed and delivered by Borrower, each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.
Bankruptcy Proceedings has the meaning set forth in clause (b) of paragraph 9 hereof.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Netting agreement means a netting agreement, master netting agreement or other similar document having the same effect as a netting agreement or master netting agreement and, as applicable, any collateral annex, security agreement or other similar document related to any master netting agreement or Permitted Contract.
Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).
Bankruptcy Case has the meaning assigned to such term in Section 2.05(b).
Support Agreements has the meaning set forth in the Recitals.
Existing Agreement has the meaning set forth in the recitals hereto.
Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Chapter 11 Case has the meaning set forth in the Recitals.