New SSSNs Backstop Subscribers means the Senior Secured Scheme Creditors that have entered into the New SSSNs Subscription Agreement or have agreed to underwrite the New SSSNs;
Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.
Subscribers shall have the meaning set forth in the section of this Escrow Agreement titled “Background.”
Backstop Commitment has the meaning set forth in Section 2.2(b).
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.
Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.
Purchasers is defined in Section 12.3.1.
Subscriber Agreement means an agreement that governs the issuance and use of a Certificate that the Applicant must read and accept before receiving a Certificate.
Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.
Placement Agent means X.X. Xxxxxxxxxx & Co., LLC.
PIPE Subscription Agreements has the meaning set forth in the recitals to this Agreement.
Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.
Buyers has the meaning set forth in the preamble.
Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.
Subscriber means the subscriber to the Memorandum.
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.
Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:
Placement Agents shall have the meaning set forth in the preamble.
Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.
PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
Active Subscriber means a Subscriber who has been authorized to receive signals of Zee Group Channels as per the subscriber management system and whose set top box has not been denied signals. “Total Active Subscribers
First Closing has the meaning set forth in Section 2.1(a).