Common use of Authorized and Issued Share Capital Clause in Contracts

Authorized and Issued Share Capital. (a) On the Closing Date, the Company will have sufficient authorized and issued New Shares, to meet its obligations to deliver the New Shares to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Offerings or otherwise delivered pursuant to this Agreement and any New Shares to be delivered upon conversion of the New Convertible Notes. (b) Subject to the entry of the Confirmation Order, the New Shares to be issued pursuant to the Plan and/or to be delivered upon conversion of the New Convertible Notes, including the New Shares to be offered in connection with the Offerings, will, when delivered on the Closing Date and/or upon conversion of the New Convertible Notes, as applicable, be duly and validly authorized, issued and delivered, and free and clear of all Taxes, Liens (other than transfer restrictions imposed by applicable Law or the applicable New Convertible Notes Class B terms and conditions), preemptive rights, rights of first refusal, subscription and similar rights. (c) Except as described in this Section 4.4 and except for the rights to be set forth in the Registration Rights Agreement, the Corporate Incentive Plan and the Reorganized LATAM Parent Corporate Documents, as of the Closing Date, the Company 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 (i) obligates the Company 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 security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company, (ii) obligates the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking,

Authorized and Issued Share Capital. (a) On the Closing Date, the Company Issuer will have sufficient authorized and issued 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 Offerings Rights Offering or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be delivered issued in connection with the MIP or upon conversion the valid exercise of the New Convertible NotesWarrants. (b) Subject to the entry of the Confirmation OrderOrder and the Implementation Mechanisms, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the Plan and/or to be delivered upon conversion of the New Convertible NotesPlan, including the New Shares to be offered issued in connection with the OfferingsRights Offering, the Holdback Shares and as contemplated by Section 3.4, will, when issued and delivered on the Closing Date and/or upon conversion of the New Convertible Notes, as applicableDate, be duly and validly authorized, issued and delivereddelivered 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 applicable New Convertible Notes Class B terms and conditionsReorganized Valaris Corporate Documents), 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 Corporate Incentive Plan and New Warrants, the MIP, the Reorganized LATAM Parent Valaris Corporate DocumentsDocuments 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 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 CompanyCompany 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, the Company will have sufficient authorized and issued New Shares, to meet its obligations to deliver the New Shares to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Offerings or otherwise delivered pursuant to this Agreement and any New Shares to be delivered upon conversion of the New Convertible Notes. (b) Subject to the entry of the Confirmation Order, the New Shares to be issued pursuant to the Plan and/or to be delivered upon conversion of the New Convertible Notes, including the New Shares to be offered in connection with the Offerings, will, when delivered on the Closing Date and/or upon conversion of the New Convertible Notes, as applicable, be duly and validly authorized, issued and delivered, with all Taxes (excluding Excluded Taxes) due thereon upon delivery to be paid by the Debtors, and free and clear of all Taxes, Liens (other than transfer restrictions imposed by applicable Law or the applicable New Convertible Notes Class B terms and conditions), preemptive rights, rights of first refusal, subscription and similar rights. (c) Except as described in this Section 4.4 and except for the rights to be set forth in the Registration Rights Agreement, the Corporate Incentive Plan and the Reorganized LATAM Parent Corporate Documents, as of the Closing Date, the Company 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 (i) obligates the Company 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 security convertible or exercisable for or exchangeable into any share capital of, or other equity or voting interest in, the Company, (ii) obligates the Company 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 (iv) relates to the voting of any share capital of the Company.

Authorized and Issued Share Capital. (a) On the Closing Date, the Company Issuer will have sufficient authorized and issued 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 Offerings Rights Offering or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be delivered issued in connection with the MIP or upon conversion the valid exercise of the New Convertible NotesWarrants. (b) Subject to the entry of the Confirmation OrderOrder and the Implementation Mechanisms, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the Plan and/or to be delivered upon conversion of the New Convertible NotesPlan, including the New Shares to be offered issued in connection with the OfferingsRights Offering, the Holdback Shares and as contemplated by Section 3.4, will, when issued and delivered on the Closing Date and/or upon conversion of the New Convertible Notes, as applicableDate, be duly and validly authorized, issued and delivereddelivered 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 applicable New Convertible Notes Class B terms and conditionsReorganized Valaris Corporate Documents), 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 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 to be set forth in the Registration Rights Agreement, the Corporate Incentive Plan and New Warrants, the MIP, the Reorganized LATAM Parent Valaris Corporate DocumentsDocuments 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 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 CompanyCompany 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.