Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Transaction Agreement has the meaning set forth in the recitals.
Company Transaction means the consummation of
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Acquisition Agreement as defined in the recitals hereto.
Restructuring Agreement shall have the meaning set forth in the recitals.
Master Transaction Agreement has the meaning set forth in the recitals.
Restructuring Transactions means the transactions described in Article IV.B of the Plan.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity‑based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Merger Agreement has the meaning set forth in the Recitals.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
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.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;
Company Acquisition Transaction means any transaction or series of transactions involving:
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.
Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.
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).
Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.
SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.
Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.