Common use of Authorized and Issued Share Capital Clause in Contracts

Authorized and Issued Share Capital. (a) On the Closing Date, Issuer will have sufficient authorized but unissued New Shares, and other Equity Securities as applicable, to meet its obligations to deliver the New Shares or other Equity Securities to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be issued in connection with the MIP or upon the valid exercise of the New Warrants. (b) Subject to the entry of the Confirmation Order and the Implementation Mechanisms, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering, the Holdback Shares and as contemplated by Section 3.4, will, when issued and delivered on the Closing Date, 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 by applicable Law or the Reorganized Valaris Corporate Documents), preemptive rights, subscription and similar rights. (c) Except as contemplated by the Restructuring Support Agreement and the Restructuring Term Sheet, as of the Closing Date, no share capital or other Equity Securities or voting interest in the Company will have been issued, reserved for issuance or outstanding other than save for any shares denominated in pound sterling that have been issued by an Issuer incorporated in England and Wales to a nominee or Affiliate to satisfy the minimum share capital requirements for public companies under Part 20 of the Companies Axx 0000, the aggregate value of which shall not exceed £50,000. (d) Except as described in this Section 4.4 and except for the rights set forth in the Registration Rights Agreement, the New Warrants, the MIP, the Reorganized Valaris Corporate Documents and any employment agreement assumed or entered into in accordance with the Restructuring Support Agreement, as of the Closing Date, neither the Company nor any Debtor 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 the Company or any Debtor 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 share capital of, or other equity or voting interests in, the Company or any of the other Debtors or any security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company or any of the other Debtors, (ii) obligates the Company or any Debtor 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 share capital of the Company or any Debtor or (iv) relates to the voting of any share capital of the Company.

Authorized and Issued Share Capital. (a) On the Closing Date, Issuer will have sufficient authorized but unissued New Shares, and other Equity Securities as applicable, to meet its obligations to deliver the New Shares or other Equity Securities to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be issued in connection with the MIP or upon the valid exercise of the New Warrants. (b) Subject to the entry of the Confirmation Order and the Implementation Mechanisms, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering, the Holdback Shares and as contemplated by Section 3.4, will, when issued and delivered on the Closing Date, 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 by applicable Law or the Reorganized Valaris Corporate Documents), preemptive rights, subscription and similar rights. (c) Except as contemplated by the Restructuring Support Agreement and the Restructuring Term Sheet, as of the Closing Date, no share capital or other Equity Securities or voting interest in the Company will have been issued, reserved for issuance or outstanding other than save for any shares denominated in pound sterling that have been issued by an Issuer incorporated in England and Wales to a nominee or Affiliate to satisfy the minimum share capital requirements for public companies under Part 20 of the Companies Axx Xxx 0000, the aggregate value of which shall not exceed £50,000. (d) Except as described in this Section 4.4 and except for the rights set forth in the Registration Rights Agreement, the New Warrants, the MIP, the Reorganized Valaris Corporate Documents and any employment agreement assumed or entered into in accordance with the Restructuring Support Agreement, as of the Closing Date, neither the Company nor any Debtor 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 the Company or any Debtor 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 share capital of, or other equity or voting interests in, the Company or any of the other Debtors or any security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company or any of the other Debtors, (ii) obligates the Company or any Debtor 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 share capital of the Company or any Debtor or (iv) relates to the voting of any share capital of the Company.

Authorized and Issued Share Capital. (a) On the Closing Date, (i) the authorized share capital of the Parent Issuer will have sufficient authorized but unissued consist of 75,585,790 New Shares, (ii) the outstanding share capital of the Parent Issuer will consist of 50,000,000 issued and other Equity Securities as applicableoutstanding New Shares, to meet its obligations to deliver the including (x) 15,000,000 New Shares or other Equity Securities to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be issued in connection with the MIP or upon the valid exercise of the New Warrants. (b) Subject to the entry of the Confirmation Order and the Implementation Mechanisms, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering, (y) 1,200,000 New Shares issued in connection with the Backstop Premiums and (z) 5,625,000 New Shares which constitute Holdback Shares, (iii) no New Shares will be held by the Parent Issuer in its treasury, (iv) 7,558,579 New Shares will be reserved for issuance upon exercise of stock options and as contemplated other rights to purchase or acquire New Shares granted in connection with the MIP or any other employment arrangement approved by Section 3.4the Requisite Backstop Parties, will(v) 18,027,211 New Shares will be reserved for issuance upon the exercise of the Warrants and (vi) other than the Warrants, when any Xxxxx Warrants and any awards granted following the Closing Date under the MIP, no warrants, options or similar instruments to purchase New Shares will be issued and delivered on the Closing Date, 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 by applicable Law or the Reorganized Valaris Corporate Documents), preemptive rights, subscription and similar rightsoutstanding. (cb) Except as contemplated by the Restructuring Support Agreement and the Restructuring Term Sheetset forth in this Section 4.4, as of the Closing Date, no share capital or other Equity Securities equity securities or voting interest in the Company Parent Issuer will have been issued, reserved for issuance or outstanding other than save for any shares denominated in pound sterling that have been issued by an a Parent Issuer (incorporated in England and Wales Wales) to a nominee or Affiliate to satisfy the minimum share capital requirements for public companies under Part 20 of the Companies Axx Xxx 0000, the aggregate value of which shall not exceed £50,000. (dc) Except as described in this Section 4.4 and except for the rights set forth in the Registration Rights Agreement, the New Warrants, any Xxxxx Warrants, the MIP, the Reorganized Valaris Noble Corporate Documents Documents, the documentation governing the Exit Revolver and any employment agreement assumed or entered into in accordance with the Restructuring Support Agreement, as of the Closing Date, and the repurchase of the ordinary shares of the Parent Issuer by the Parent Issuer from Noble Holdings UK Limited, neither the Company Parent Issuer nor any Debtor 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 the Company Parent Issuer or any Debtor 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 share capital of, or other equity or voting interests in, the Company Parent Issuer or any of the other Debtors or any security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company Parent Issuer or any of the other Debtors, (ii) obligates the Company Parent Issuer or any Debtor 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 share capital of the Company Parent Issuer or any Debtor or (iv) relates to the voting of any share capital of the CompanyParent Issuer.

Authorized and Issued Share Capital. (a) On the Closing Date, Issuer the Company will have sufficient authorized but unissued and issued New Shares, and other Equity Securities as applicable, to meet its obligations to deliver the New Shares or other Equity Securities to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering Offerings or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be issued in connection with the MIP or delivered upon the valid exercise conversion of the New WarrantsConvertible Notes. (b) Subject to the entry of the Confirmation Order and the Implementation MechanismsOrder, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the PlanPlan and/or to be delivered upon conversion of the New Convertible Notes, including the New Shares to be issued offered in connection with the Rights Offering, the Holdback Shares and as contemplated by Section 3.4Offerings, will, when issued and delivered on the Closing DateDate and/or upon conversion of the New Convertible Notes, as applicable, be duly and validly authorized, issued and delivered and shall delivered, with all Taxes (excluding Excluded Taxes) due thereon upon delivery to be fully paid and non-assessableby the Debtors, and free and clear of all Taxes, Liens (other than transfer restrictions imposed by applicable Law or the Reorganized Valaris Corporate Documentsapplicable New Convertible Notes terms and conditions), preemptive rights, rights of first refusal, subscription and similar rights. (c) Except as contemplated by the Restructuring Support Agreement and the Restructuring Term Sheet, as of the Closing Date, no share capital or other Equity Securities or voting interest in the Company will have been issued, reserved for issuance or outstanding other than save for any shares denominated in pound sterling that have been issued by an Issuer incorporated in England and Wales to a nominee or Affiliate to satisfy the minimum share capital requirements for public companies under Part 20 of the Companies Axx 0000, the aggregate value of which shall not exceed £50,000. (d) Except as described in this Section 4.4 and except for the rights to be set forth in the Registration Rights Agreement, the New Warrants, the MIP, Corporate Incentive Plan and the Reorganized Valaris LATAM Parent Corporate Documents and any employment agreement assumed or entered into in accordance with the Restructuring Support AgreementDocuments, as of the Closing Date, neither the Company nor any Debtor will not 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 that (i) obligates the Company or any Debtor 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 share capital of, or other equity or voting interests in, the Company or any of the other Debtors or any security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company or any of the other DebtorsCompany, (ii) obligates the Company or any Debtor 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 share capital of the Company or any Debtor or (iv) relates to the voting of any share capital of the Company.

Authorized and Issued Share Capital. (a) On the Closing Date, Issuer the Company will have sufficient authorized but unissued and issued New Shares, and other Equity Securities as applicable, to meet its obligations to deliver the New Shares or other Equity Securities to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering Offerings or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be issued in connection with the MIP or delivered upon the valid exercise conversion of the New WarrantsConvertible Notes. (b) Subject to the entry of the Confirmation Order and the Implementation MechanismsOrder, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the PlanPlan and/or to be delivered upon conversion of the New Convertible Notes, including the New Shares to be issued offered in connection with the Rights Offering, the Holdback Shares and as contemplated by Section 3.4Offerings, will, when issued and delivered on the Closing DateDate and/or upon conversion of the New Convertible Notes, as applicable, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessabledelivered, and free and clear of all Taxes, Liens (other than transfer restrictions imposed by applicable Law or the Reorganized Valaris Corporate Documentsapplicable New Convertible Notes Class B terms and conditions), preemptive rights, rights of first refusal, subscription and similar rights. (c) Except as contemplated by the Restructuring Support Agreement and the Restructuring Term Sheet, as of the Closing Date, no share capital or other Equity Securities or voting interest in the Company will have been issued, reserved for issuance or outstanding other than save for any shares denominated in pound sterling that have been issued by an Issuer incorporated in England and Wales to a nominee or Affiliate to satisfy the minimum share capital requirements for public companies under Part 20 of the Companies Axx 0000, the aggregate value of which shall not exceed £50,000. (d) Except as described in this Section 4.4 and except for the rights to be set forth in the Registration Rights Agreement, the New Warrants, the MIP, Corporate Incentive Plan and the Reorganized Valaris LATAM Parent Corporate Documents and any employment agreement assumed or entered into in accordance with the Restructuring Support AgreementDocuments, as of the Closing Date, neither the Company nor any Debtor will not 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 that (i) obligates the Company or any Debtor 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 share capital of, or other equity or voting interests in, the Company or any of the other Debtors or any security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company or any of the other DebtorsCompany, (ii) obligates the Company or any Debtor 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 share capital of the Company or any Debtor or (iv) relates to the voting of any share capital of the Company.,