Common use of Consolidation, Merger and Sale of Assets Clause in Contracts

Consolidation, Merger and Sale of Assets. The Company will not, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor”) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture. For the avoidance of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions.

Consolidation, Merger and Sale of Assets. (a) The Company will notshall not consolidate with, in any transaction or series of transactions, consolidate merge with or into another Person, permit any Person to merge with or into or engage in a scheme of arrangement qualifying as an amalgamation with any Personit, or sell, lease, convey, transfer transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets to any Person(computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (1) either (ai) the Company shall be the continuing Person Person, or (b) the Person (if other than the Companyit) formed by such consolidation or into which the Company is merged merger or amalgamated, that acquired or to which leased such sale, lease, conveyance, transfer or other disposition is made property and assets (the “SuccessorSurviving Person”) shall be a corporation organized and validly existing under the laws of the Cayman Islands, Bermuda, the British Virgin Islands or Hong Kong and shall expressly assumes assume, by a supplemental indenture to this Indenture, executed and delivered to the due and punctual payment Trustee, all the obligations of the principal ofCompany under this Indenture, premium (if any) the Notes, the Security Documents and interest on and any the Intercreditor Agreement, as the case may be, including the obligation to pay Additional Amounts with respect to all any jurisdiction in which it is organized or resident for tax purposes or through which it makes payments, and this Indenture, the Securities Notes, the Security Documents and the performance of Intercreditor Agreement, as the Company’s covenants case may be, shall remain in full force and obligations under this Indenture and the Securitieseffect; (2ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or series of transactionsthe Surviving Person, no Default or Event of Default as the case may be, shall have occurred and be continuing a Consolidated Net Worth equal to or would result therefrom; andgreater than the Consolidated Net Worth of the Company immediately prior to such transaction; (3iv) immediately after giving effect to such transaction on a pro forma basis the Company or the Surviving Person, as the case may be, could Incur at least US$1.00 of Indebtedness under Section 4.05(a); (v) the Company delivers to the Trustee (A) an Officer’s Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and (B) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental indenture complies with this provision and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; (vi) each Subsidiary Guarantor and JV Subsidiary Guarantor, unless such Subsidiary Guarantor or JV Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under this Section 5.01(a), shall execute and deliver a supplemental indenture to this Indenture confirming that its Subsidiary Guarantee or JV Subsidiary Guarantee, as applicable, shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture; and (vii) no Rating Decline shall have occurred; provided, however, that clauses (iv) and (vii) above shall not apply to transactions where a significant amount of shares of Capital Stock of one or more PRC Non-Guarantor Subsidiaries which hold all or substantially all properties and assets of the Company is sold to Independent Third Parties in an initial public offering and listing on a stock exchange of the shares of Capital Stock of any such PRC Non-Guarantor Subsidiary and such supplemental indenture PRC Non-Guarantor Subsidiaries remain Restricted Subsidiaries immediately after such sale. (if anyb) comply No Subsidiary Guarantor or JV Subsidiary Guarantor will consolidate with, merge with this Indenture. For the avoidance or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis”, ) (y) entry into a drilling contract as an entirety or bareboat charter shall not constitute a sale, lease, conveyance, transfer substantially an entirety in one transaction or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions) to another Person (other than the Company or another Subsidiary Guarantor or, in the case of a JV Subsidiary Guarantor, other than to another JV Subsidiary Guarantor, the Company or another Subsidiary Guarantor), unless: (i) such Subsidiary Guarantor or JV Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Company, another Subsidiary Guarantor or shall become a Subsidiary Guarantor concurrently with the transaction (or, in the case of a JV Subsidiary Guarantor, another JV Subsidiary Guarantor, the Company or a Subsidiary Guarantor); and shall expressly assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor or JV Subsidiary Guarantor under the Indenture, the Notes and the Security Documents, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes or through which it makes payments, and the Indenture, the Notes and the Security Documents, as the case may be, shall remain in full force and effect; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur at least US$1.00 of Indebtedness under Section 4.05(a); (v) the Company delivers to the Trustee (A) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) of this Section 5.01(b) and (B) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental indenture complies with this provision and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; and (vi) no Rating Decline shall have occurred; provided that this paragraph shall not apply to any sale or other disposition that complies with Section 4.13 or any Subsidiary Guarantor or JV Subsidiary Guarantor whose Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, is unconditionally released in accordance with Section 11.13; provided further that clauses (iv) and (vi) above shall not apply to transactions where a significant amount of shares of Capital Stock of PRC Non-Guarantor Subsidiaries which hold all or substantially all properties and assets of the relevant Subsidiary Guarantor or JV Subsidiary Guarantor is sold to Independent Third Parties in an initial public offering and listing on a stock exchange of the shares of Capital Stock of any such PRC Non-Guarantor Subsidiary and such PRC Non-Guarantor Subsidiaries remain Restricted Subsidiaries immediately after such sale. The foregoing requirements shall not apply to a consolidation or merger of any Subsidiary Guarantor or JV Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor or JV Subsidiary Guarantor, so long as the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor survives such consolidation or merger.

Consolidation, Merger and Sale of Assets. The Company covenants that it will not, in any transaction not merge or series of transactions, consolidate with any other Person or merge into sell or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of convey all or substantially all of its assets to any Person, unless: (1i) either (aA) the Company shall be the continuing Person entity or (bB) the successor entity or the Person which acquires by sale or conveyance substantially all the assets of the Company (if other than the Company), (1) formed by such consolidation or into which shall expressly assume all of the obligations of the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (under the “Successor”) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities; (2) immediately is an entity treated as a “corporation” for United States tax purposes and obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing reasonably acceptable to the Trustee, which counsel shall include Xxxxxx, Xxxx & Xxxxxxxx LLP, or (y) a ruling from the United States Internal Revenue Service, in either case to the effect that such merger or consolidation, or such sale or conveyance, will not result in an exchange of the Securities for new debt instruments for United States federal income tax purposes; and (ii) no Event of Default and no event that, after giving effect to such transaction notice or series lapse of transactionstime or both, no Default or would become an Event of Default shall have occurred and be continuing immediately after such merger or would result therefrom; and (3) the consolidation, or such sale or conveyance. The Company delivers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each Counsel stating that the proposed transaction and such supplemental indenture (if any) comply with this Indenture. For To the avoidance of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all extent that a Board Resolution or substantially all of its assets”, with respect supplemental indenture pertaining to any series provides for different provisions relating to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to matter of this Article 5 and (z) a reference to “series X, the provisions in such Board Resolution or supplemental indenture shall govern for purposes of transactions” in this Article 5 shall mean a series of related transactionssuch series.

Consolidation, Merger and Sale of Assets. The Company covenants that it will not, in any transaction not merge or series of transactions, consolidate with any other Person or merge into sell or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of convey all or substantially all of its assets to any Person, unless: (1) either (ai) the Company shall be the continuing Person entity, or (b) the successor entity or the Person which acquires by sale or conveyance substantially all the assets of the Company (if other than the Company), (A) formed by such consolidation or into which shall expressly assume all of the obligations of the Company under the Indenture and (B) is merged or amalgamatedan entity treated as a “corporation” for United States tax purposes and obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing reasonably acceptable to the Trustee, which counsel shall include Xxxxxx, Xxxx & Xxxxxxxx LLP, or (y) a ruling from the United States Internal Revenue Service, in either case to which the effect that such salemerger or consolidation, lease, or such sale or conveyance, transfer or other disposition is made (the “Successor”) expressly assumes by supplemental indenture the due and punctual payment will not result in an exchange of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities;for new debt instruments for United States federal income tax purposes; and (2ii) immediately no Event of Default and no event that, after giving effect to such transaction notice or series lapse of transactionstime or both, no Default or would become an Event of Default shall have occurred and be continuing immediately after such merger or would result therefrom; and (3) the consolidation, or such sale or conveyance. The Company delivers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each Counsel stating that the proposed transaction and such supplemental indenture (if any) comply with this Indenture. For To the avoidance of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all extent that a Board Resolution or substantially all of its assets”, with respect supplemental indenture pertaining to any series provides for different provisions relating to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to matter of this Article 5 and (z) a reference to “series X, the provisions in such Board Resolution or supplemental indenture shall govern for purposes of transactions” in this Article 5 shall mean a series of related transactionssuch series.

Consolidation, Merger and Sale of Assets. The Company will not, in any transaction or series of transactions, consolidate with, merge with or merge into or engage in complete a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor”) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture. For the avoidance of doubt, (x) unless otherwise provided in a supplemental indenture or board resolution, the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions.

Consolidation, Merger and Sale of Assets. The Company will notCompany, in without the consent of any transaction or series of transactionsSecurityholder, may consolidate with with, or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Personinto, or sell, leasetransfer, convey, transfer lease or otherwise dispose of all or substantially all of convey its assets substantially as an entirety to any Persondomestic corporation, unless:provided that: -------- (1) either (a) the Company shall be the continuing Person formed by or (b) the Person surviving any such consolidation or merger (if other than the Company), or to which such sale, transfer, lease or conveyance shall have been made, is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia; (b) the corporation formed by or surviving any such consolidation or into which merger (if other than the Company is merged or amalgamatedCompany), or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor”) expressly conveyance shall have been made, assumes by supplemental indenture in a form satisfactory to the due and punctual payment Trustee all the obligations of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all Company under the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities;Indenture; and (2c) immediately before and after giving effect to such transaction or series of transactionsthe transaction, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing or would result therefrom; and (3) the continuing. The Company delivers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Officers' Certificate to the foregoing effect and an Opinion of Counsel, each Counsel stating that the proposed transaction and such supplemental indenture (if any) comply with this Indenture. For To the avoidance of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all extent that a Board Resolution or substantially all of its assets”, with respect supplemental indenture pertaining to any series provides for different provisions relating to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to matter of this Article 5 and (z) a reference to “series X, the provisions in such Board Resolution or supplemental indenture shall govern for purposes of transactions” in this Article 5 shall mean a series of related transactionssuch series.

Consolidation, Merger and Sale of Assets. The Company will not, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor”) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture. For the avoidance of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract contract, charter or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions.

Consolidation, Merger and Sale of Assets. The Company will not, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor”) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture. For the avoidance of doubt, (x) unless otherwise provided in a supplemental indenture or board resolution, the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions.

Consolidation, Merger and Sale of Assets. (a) The Company will notshall not consolidate with, in any transaction or series of transactions, consolidate merge with or into another Person, permit any Person to merge with or into or engage in a scheme of arrangement qualifying as an amalgamation with any Personit, or sell, lease, convey, transfer transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets to any Person(computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (1) either (ai) the Company shall be the continuing Person Person, or (b) the Person (if other than the Companyit) formed by such consolidation or into which the Company is merged merger or amalgamated, that acquired or to which leased such sale, lease, conveyance, transfer or other disposition is made property and assets (the “SuccessorSurviving Person”) shall be a corporation organized and validly existing under the laws of the Cayman Islands, Bermuda, the British Virgin Islands or Hong Kong and shall expressly assumes assume, by a supplemental indenture to this Indenture, executed and delivered to the due and punctual payment Trustee, all the obligations of the principal ofCompany under this Indenture, premium (if any) the Notes, the Security Documents and interest on and any the Intercreditor Agreement, as the case may be, including the obligation to pay Additional Amounts with respect to all any jurisdiction in which it is organized or resident for tax purposes or through which it makes payments, and this Indenture, the Securities Notes, the Security Documents and the performance of Intercreditor Agreement, as the Company’s covenants case may be, shall remain in full force and obligations under this Indenture and the Securitieseffect; (2ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or series of transactionsthe Surviving Person, no Default or Event of Default as the case may be, shall have occurred and be continuing a Consolidated Net Worth equal to or would result therefrom; andgreater than the Consolidated Net Worth of the Company immediately prior to such transaction; (3iv) immediately after giving effect to such transaction on a pro forma basis the Company or the Surviving Person, as the case may be, could Incur at least US$1.00 of Indebtedness under Section 4.05(a); (v) the Company delivers to the Trustee (A) an Officer’s Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and (B) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the transaction and such relevant supplemental indenture (if any) comply complies with this provision and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; (vi) each Subsidiary Guarantor and JV Subsidiary Guarantor, unless such Subsidiary Guarantor or JV Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under this Section 5.01(a), shall execute and deliver a supplemental indenture to this Indenture confirming that its Subsidiary Guarantee or JV Subsidiary Guarantee, as applicable, shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture. For the avoidance ; and (vii) no Rating Decline shall have occurred. (b) No Subsidiary Guarantor or JV Subsidiary Guarantor will consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis”, ) (y) entry into a drilling contract as an entirety or bareboat charter shall not constitute a sale, lease, conveyance, transfer substantially an entirety in one transaction or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions) to another Person (other than the Company or another Subsidiary Guarantor or, in the case of a JV Subsidiary Guarantor, other than to another JV Subsidiary Guarantor, the Company or another Subsidiary Guarantor), unless: (i) such Subsidiary Guarantor or JV Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Company, another Subsidiary Guarantor or shall become a Subsidiary Guarantor concurrently with the transaction (or, in the case of a JV Subsidiary Guarantor, another JV Subsidiary Guarantor, the Company or a Subsidiary Guarantor); and shall expressly assume, by a supplemental indenture to the Indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor or JV Subsidiary Guarantor under the Indenture, the Notes and the Security Documents, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes or through which it makes payments, and the Indenture, the Notes and the Security Documents, as the case may be, shall remain in full force and effect; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur at least US$1.00 of Indebtedness under Section 4.05(a); (v) the Company delivers to the Trustee (A) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) of this Section 5.01(b) and (B) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental indenture complies with this provision and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; and (vi) no Rating Decline shall have occurred; provided that this paragraph shall not apply to any sale or other disposition that complies with Section 4.13 or any Subsidiary Guarantor or JV Subsidiary Guarantor whose Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, is unconditionally released in accordance with Section 11.13. The foregoing requirements shall not apply to a consolidation or merger of any Subsidiary Guarantor or JV Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor or JV Subsidiary Guarantor, so long as the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor survives such consolidation or merger.

Consolidation, Merger and Sale of Assets. The Company will not, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor”) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company’s covenants and obligations under this Indenture and the Securities;; ​ ​ (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture. For the avoidance of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be computed on a consolidated basis”, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactions.

Consolidation, Merger and Sale of Assets. The Company will not, in any transaction or series of transactions, shall not consolidate with or merge into with or engage in a scheme of arrangement qualifying as an amalgamation with any Personinto, or sell, lease, convey, transfer or otherwise dispose of lease all or substantially all of its properties and assets to any to, another Person, unless: (1) either (a) the Company shall be the continuing resulting, surviving or transferee Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “SuccessorSuccessor Company”) ), if not the Company, shall expressly assumes assume, by supplemental indenture First Supplemental Indenture, executed and delivered to the due and punctual payment Trustee, in form satisfactory to the Trustee, all the obligations of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all Company under the Securities and the performance of the Company’s covenants and obligations under this Indenture and the SecuritiesFirst Supplemental Indenture; (2b) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing; and (3c) the Company delivers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that the transaction such consolidation, merger or transfer and such supplemental indenture (indenture, if any) , comply with this First Supplemental Indenture. For purposes of this Section 4.01, the avoidance conveyance, transfer or lease of doubt, (x) the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the properties and assets of one or more Subsidiaries of the Company, shall be computed which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis”, (y) entry into shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this First Supplemental Indenture, but, in the case of a drilling contract lease of all or bareboat charter shall substantially all its properties and assets, the Company will not constitute a salebe released from the obligation to pay the principal of, leaseand interest on, conveyance, transfer or other disposition subject to this Article 5 and (z) a reference to “series of transactions” in this Article 5 shall mean a series of related transactionsthe Securities.