Item 1.01 Entry into a Material Definitive Agreement
On
The Appointment Rights terminate if, among other things, Famatown and certain of its related entities (the "Famatown Parties") do not own at least 5% of the total issued and outstanding common shares, subject to specified periods to increase their ownership above the threshold requirement in the event of certain dilutive events. The Support Agreement, including the Appointment Rights and the standstill and voting commitments, terminates following the completion of the Company's 2022 annual general meeting. If, however, the Board includes the Famatown Director on the Company's slate of director nominees for the 2022 annual general meeting or any subsequent annual general meeting of Company's shareholders and such Famatown Director is elected to serve on the Board, the term of the Support Agreement will be extended until the close of business on the 30th business day prior to the advance notice deadline for shareholder nominations of directors to be proposed for appointment at the annual general meeting of Company shareholders immediately following the meeting at which the Famatown Director is elected.
The foregoing description of the Support Agreement is not complete and is qualified in its entirety by the full text of the Support Agreement, which is filed as Exhibit 10.1 hereto.
Item 7.01 Regulation FD Disclosure
A press release issued by the Company on
The information furnished in this Item 7.01 and the information attached hereto as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Support Agreement, dated as ofDecember 9, 2021 , amongValaris Limited ,Famatown Financial Limited and the other parties thereto 99.1 Press release issued byValaris Limited datedDecember 9, 2021 (included in Exhibit C to the Support Agreement)
101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in
inline Extensible Business Reporting Language
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
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