Authorized and Issued Equity Interests. Except as set forth in this Agreement and in connection with the Rights Offering and the Backstop Agreement, and as contemplated by the Plan, as of the Closing Date, none of the Debtors will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any of the Debtors to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any units or shares of capital stock of, or other equity or voting interests in, any of the Debtors or any security convertible or exercisable for or exchangeable into any units or shares of capital stock of, or other equity or voting interests in, any of the Debtors, (ii) obligates any of the Debtors to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any units or shares of capital stock of, or other equity interests in, any of the Debtors or (iv) relates to the voting of any units or other equity interests in any of the Debtors. For the avoidance of doubt, on the Effective Date the Reorganized Debtors shall only issue capital stock or other equity interests as expressly and specifically authorized pursuant to the Plan, and any additional issuances of capital stock or other equity interests is subject to the consent and approval of the Requisite Consenting Noteholders.
Authorized and Issued Equity Interests. (a) On the Closing Date, (i) the total issued equity interests of the Company will consist solely of the Common Units issued pursuant to the Plan, which shall include the Common Units issued under the Rights Offering, the Common Units issued in respect of the Commitment Premium pursuant to Article III and the Common Units issued in respect of the 4(a)(2) Backstop Commitment Investment, (ii) no Common Units will be held by the Company in its treasury, (iii) no Common Units will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire Common Units granted in connection with any employment arrangement entered into in accordance with Section 6.3, except as reserved in respect of the EIP, and (iv) no warrants to purchase Common Units will be issued and outstanding other than warrants for 6% of the Common Units issued under the Plan in accordance with the Restructuring Support Agreement. Except as set forth in the prior sentence, 30
Authorized and Issued Equity Interests. (a) On the Effective Date, (i) the outstanding Equity Interests in the Company will consist solely of the Aggregate Common Shares, Aggregate Preferred Shares, the Common Shares and Preferred Shares issued under the Rights Offerings, the Common Shares and Preferred Shares issued as the Equity Component and the Common Shares and Preferred Shares issued under the MIP pursuant to the Initial RSU Issuance, (ii) no Common Shares or Preferred Shares will be held by the Company in its treasury, and, (iii) except with respect to the Initial Option Issuance and as may otherwise be provided under the MIP, no Common Shares or Preferred Shares will be reserved for issuance upon exercise of options and other rights to purchase or acquire Common Shares and Preferred Shares.
Authorized and Issued Equity Interests. 3.3.1 On the Effective Date, (i) the outstanding equity interests in the Company will consist solely of the New Common Shares issued under the Rights Offerings and the Plan, any New Common Shares issued upon exercise of the Warrants or under the MIP, (ii) no New Common Shares will be held by the Company in its treasury, and, (iii) except as may otherwise be provided under the MIP or the Warrants issued under the Plan, no New Common Shares will be reserved for issuance upon exercise of options and other rights to purchase or acquire New Common Shares.
Authorized and Issued Equity Interests. (a) All of the outstanding shares of capital stock of each of the Debtors are duly authorized, validly issued, fully paid, and nonassessable, and all such shares (other than those of the Company) are owned by the Company or another wholly owned subsidiary of the Company free and clear of all liens, preemptive rights, rights of first refusal, subscription, and similar rights that would not be cancelled and extinguished on or prior to the Effective Date except as shall be permitted under the Plan or as shall be described in the Disclosure Statement (including liens granted under the exit financing obtained by the Debtors).
Authorized and Issued Equity Interests. Except as set forth in the Restructuring Support and Lock-Up Agreement, the Plan and this Agreement, as of the Closing Date, none of the Company, New Seadrill or any of their material Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any of the Company, New Seadrill or any such Subsidiary to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any units or shares of capital stock of, or other equity or voting interests in, any of the Company, New Seadrill or any such Subsidiary or any security convertible or exercisable for or exchangeable into any units or shares of capital stock of, or other equity or voting interests in, any of the Company, New Seadrill or any such Subsidiary, (ii) obligates any of the Company, New Seadrill or any such Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any units or shares of capital stock of, or other equity interests in, any of the Company, New Seadrill or any such Subsidiary or (iv) relates to the voting of any shares, units or other equity interests in any of the Company, New Seadrill or any such Subsidiary. On the Effective Date, New Seadrill shall only issue capital stock or other equity interests as expressly and specifically authorized pursuant to the Plan and this Agreement.
Authorized and Issued Equity Interests. (a) On the Closing Date, Reorganized Chesapeake will have sufficient authorized but unissued Common Shares to meet its obligations to deliver the Rights Offering Shares, Unsubscribed Shares, Put Option Premium Shares, any Common Shares to be issued upon the valid exercise of the New Warrants (“Warrant Shares”) and any other Common Shares to be issued pursuant to the Plan, the Restructuring Support Agreement and this Agreement. The Common Shares and New Warrants to be issued pursuant to the Plan and the Restructuring Support Agreement and this Agreement, including the Rights Offering Shares, Unsubscribed Shares and Put Option Premium Shares, the Warrant Shares and any other Common Shares to be issued pursuant to the Plan, the Restructuring Support Agreement and this Agreement, will, when issued and delivered by Reorganized Chesapeake, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than transfer restrictions imposed hereunder, in connection with the Restructuring Transactions or by applicable Law), preemptive rights, subscription and similar rights, other than any rights set forth in the New Organizational Documents and the Registration Rights Agreement. Reorganized Chesapeake shall at all times reserve and keep available a number of its authorized but unissued Common Shares sufficient to permit the exercise in full of all outstanding New Warrants. The Warrant Shares will, when issued and delivered by Reorganized Chesapeake, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than transfer restrictions imposed hereunder or by applicable Law), preemptive rights, subscription and similar rights, other than any rights set forth in the New Organizational Documents and the Registration Rights Agreement.
Authorized and Issued Equity Interests. (a) As of the Closing Date, except as reserved in respect of the MIP, (i) the total issued equity interests of the Company will consist solely of (x) 76,068,026 shares of the common stock of the Company (less any shares of common stock of the Company canceled under the Plan and not including any additional shares of common stock of the Company issued pursuant to the Plan and in accordance with the Plan Support Agreement), (y) up to 247,771,429 Convertible Series A Preferred Shares, including Convertible Series A Preferred Shares issued under the Rights Offerings and the Put Option, and (z) the Series B Preferred Stock issued pursuant to the Plan in accordance with the Plan Support Agreement, (ii) no equity interests will be held by the Company in its treasury, (iii) no equity interests will be reserved for issuance upon exercise of stock options or other rights to purchase or acquire equity interests granted in connection with any employment arrangement, except as reserved in respect of the MIP, and (iv) no warrants to purchase equity interests will be issued and outstanding. Except as set forth in the prior sentence, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in the Company will have been issued, reserved for issuance or outstanding.
Authorized and Issued Equity Interests. (a) On the Closing Date, the authorized capital of the Company shall be consistent with the terms of the Plan, the Plan Support Agreement and Disclosure Statement and the Shares shall be consistent with the terms of the Plan, the Plan Support Agreement and the Disclosure Statement. Except as set forth in the Plan or the Disclosure Statement, on the Closing Date no shares of capital stock or other equity securities or voting interest in the Company will have been issued, reserved for issuance or be outstanding.
Authorized and Issued Equity Interests. Except as set forth in this Agreement and any issuances or distributions pursuant to the Plan, as of the Closing Date, none of the Debtors will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any of the Debtors to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any units or shares of capital stock of, or other equity or voting interests in, any of the Debtors or any security convertible or exercisable for or exchangeable into any units or shares of capital stock of, or other equity or voting interests in, any of the Debtors, (ii) obligates any of the Debtors to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any units or shares of capital stock of, or other equity interests in, any of the Debtors (except for restrictions under applicable federal securities laws) or (iv) relates to the voting of any units or other equity interests in any of the Debtors.
