Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.
Share Purchase Agreement has the meaning set forth in the Recitals.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Purchase Shares has the meaning set forth in Section 2.5(c).
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Share Exchange Agreement has the meaning specified in the Recitals.
Forward Purchase Shares shall have the meaning given in the Recitals hereto.
Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Lock-Up Shares has the meaning set forth in Section 4.1.
Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.
Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.
Original Shares means ordinary shares with a par value of US$0.0001 each in the capital of the Company;
Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.
Put Shares means shares of Common Stock that are purchased by the Investor pursuant to a Put.
PIPE Shares shall have the meaning given in the Recitals hereto.
Private Placement Agreement has the meaning set forth in Annex A hereto.
Call Warrant As defined in the recitals.
New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.