Share Exchange Agreement has the meaning specified in the Recitals.
Exchange Agreement has the meaning set forth in the Recitals.
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Investment Agreement shall have the meaning set forth in the Recitals hereto.
Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.
Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:
Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.
Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.
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.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Shareholder Agreement has the meaning set forth in the Recitals.
Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015
New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Merger Agreement has the meaning set forth in the Recitals.
Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Recapitalization Agreement shall have the meaning set forth in the Recitals.