Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.
Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.
Series B Certificate of Designations has the meaning set forth in the recitals hereto.
Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.
Series B Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series B Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.
Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.
Certificate of Determination means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.
Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.
Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.
Certificated Warrant means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;
Exchange Agreement has the meaning set forth in the Recitals.
Lockout Certificates The Class A-7 Certificates.
Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.
Series B Equipment Notes means Equipment Notes issued and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series B Equipment Notes” and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the Indenture.
New Warrant Agreement means that certain agreement providing for, among other things, the issuance and terms of the New Warrants issued by New Valaris Holdco as set forth in the Restructuring Term Sheet.
L/C Amendment Application means an application form for amendment of an outstanding standby or commercial documentary letter of credit as shall at any time be in use at the Issuing Lender, as the Issuing Lender shall request.
Contract Amendment means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.
Series C Equipment Notes means Equipment Notes issued under an Indenture and designated as "Series C" thereunder.
Certificates of Merger has the meaning set forth in Section 2.2.
Stock Certificates has the meaning set forth in Section 2.2(a)(ii).
Common Terms Agreement has the meaning provided in the recitals.
Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.
Deposit Agreement means this Agreement, as the same may be amended from time to time in accordance with the provisions hereof.
Warrant Documents means the Warrant Instrument, the Warrants and the Registration Rights Agreement.
Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.