Valaris definition
Examples of Valaris in a sentence
Notwithstanding anything to the contrary set forth herein, nothing in this Agreement will restrict any Valaris Shareholder from engaging in or consummating or entering into any agreement, arrangement or understanding to engage in or consummate any open market transactions with respect to the Covered Shares.
Transocean and the Valaris Shareholders acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.
Nothing herein contained shall be deemed to affect the right of (x) any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 15, or (y) Valaris, as an express third-party beneficiary of this Agreement, to initiate proceedings in the courts of Bermuda for the purpose of giving effect to Section 6(b) hereof.
This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Valaris, which shall be and hereby is, an express third-party beneficiary of this Agreement.
For the avoidance of doubt, nothing in this Agreement shall require any Valaris Shareholder to vote (or cause to be voted) any of the Covered Shares in any manner with respect to an amendment, modification or supplement to the Business Combination Agreement that could result in the termination of this Agreement pursuant to Section 3(d).
Transocean agrees that no Valaris Shareholder shall be liable in his, her or its capacity as a shareholder of Valaris for claims, losses, damages, expenses, liabilities or obligations arising under the Business Combination Agreement.
Each Valaris Shareholder shall not revoke or modify the instructions granted pursuant to the immediately preceding sentence prior to the Termination Date, except, in each case, as may be necessary to comply with the voting obligations set forth in this Section 1.
Each Valaris Shareholder hereby covenants and agrees that from and after the date hereof until the Termination Date, each Valaris Shareholder agrees that it shall not take any action, in his, her or its capacity as a shareholder of Valaris, that Valaris is then-prohibited from taking pursuant to Sections 7.1(b)(i), (iii) or (iv) (Covenants Regarding Non-Solicitation) of the Business Combination Agreement (dated as of the date hereof), subject to the terms and conditions therein.
The representations, warranties and covenants and agreements of the Valaris Shareholders contained herein shall not survive the Termination Date, other than those contained within the provisions that the parties have agreed will survive the termination of this Agreement pursuant to Section 3.
Notwithstanding anything in this Agreement to the contrary, each Valaris Shareholder shall remain free to vote its Covered Shares with respect to any matter not covered by this Section 1 in any manner that such Valaris Shareholder deems appropriate.