Implementation Consent Solicitation Memorandum means the consent solicitation memorandum in relation to the Implementation Consent Solicitation.
Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.
Consent Solicitation has the meaning set forth in Section 6.15(b).
Information Memorandum means the Confidential Information Memorandum dated March, 2011 relating to the Borrower and the Transactions.
Confidential Information Memorandum means the Confidential Information Memorandum of the Borrower dated December 2010 delivered to the Lenders in connection with 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).
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Procedures Memorandum means the Operating and Administrative Procedures Memorandum as amended or varied from time to time (in respect of any Tranche) by agreement between the Issuer and the relevant Dealer or Lead Manager with the approval in writing of the Agent;
Disclosure Statement means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Merger Agreement has the meaning set forth in the Recitals.
Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.
Solicitation Amendment means a written document that is authorized by the Procurement Officer and issued for the purpose of making changes to the Solicitation.
Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.
Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.
Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Company prior to the Time of Closing with the relevant Securities Regulators pursuant to the requirements of Securities Laws and available for viewing on the Company's profile on xxx.xxxxx.xxx;
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Funds Flow Memorandum means the flow of funds memorandum in the agreed form prepared on behalf of the Company by Xxxxxx Xxxxxxxx containing details of the flow of funds at Closing.
Parent Agreement has the meaning given to it in Clause 12;
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.
Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.
Transaction Agreement has the meaning set forth in the recitals.
Backstop Agreement has the meaning set forth in the recitals to this Agreement.