Common use of Mergers, Sales of Assets, Etc Clause in Contracts

Mergers, Sales of Assets, Etc. (i) Merge or consolidate with or into any Person, or permit any Restricted Subsidiary to merge or consolidate with or into any Person, unless (A) in the case of the Parent, the Parent is the surviving entity in such merger or consolidation, (B) in the case of a Borrower other than the Parent, a Borrower or the Parent is the surviving entity in such merger or consolidation, (C) in the case of a Loan Party other than a Borrower, a Loan Party is the surviving entity in such merger or consolidation, and (D) in the case of a Restricted Subsidiary other than a Loan Party, either a Loan Party or a Restricted Subsidiary is the surviving entity in such merger or consolidation or the surviving entity contemporaneously therewith becomes a Restricted Subsidiary; or (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), or permit any Restricted Subsidiary to convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets other than conveyances, transfers, leases, or other dispositions between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries or to any other Person who contemporaneously therewith becomes a Restricted Subsidiary; provided that (A) the merger or consolidation of any of ENSCO Drilling (Caribbean), Inc., ENSCO Drilling Venezuela, Inc., and ENSCO de Venezuela, S.R.L. (collectively, the "Excepted Entities") into an entity which is not the Parent or a Restricted Subsidiary, or the sale by the Parent or any Restricted Subsidiary of any of the Excepted Entities or substantially all of their assets, shall be permitted hereunder, so long as no Rigs (other than the barge rig known as the ENSCO 1) which are owned by the Parent or any of its Subsidiaries on the date of this Agreement are owned directly or indirectly by such Excepted Entity at the time of such merger, consolidation, or sale, and so long as no Debt incurred in connection with the acquisition, construction, renovation, or upgrade of any Rig that is owned by such Excepted Entity on the date of such merger, consolidation, or sale is recourse to or guaranteed by the Parent or any of its Subsidiaries and (B) a merger or consolidation of a Restricted Subsidiary into any Person where the Restricted Subsidiary is not the surviving entity, or the sale or other disposition of all or substantially all of a Restricted Subsidiary's assets shall be permitted if (x) the fair market value of all consideration paid or payable (whether paid or payable in money, stock, or some other form, including, without limitation, by promissory note or some other installment obligation) on account of all such mergers, consolidations, sales and other dispositions does not exceed $350,000,000 in any fiscal year of the Parent, (y) no Event of Default shall have occurred and be continuing, and (z) after giving effect to the merger, consolidation, sale or other disposition on a pro forma basis, there would be no Event of Default.

Mergers, Sales of Assets, Etc. (i) Merge or consolidate with or into any Person, or permit any Restricted Subsidiary to merge or consolidate with or into any Person, unless (Ai) in the case of a merger or consolidation involving the Parent, the Parent is the surviving entity in such merger or consolidation, (Bii) in the case of a merger or consolidation involving a Borrower other than the Parent, a Borrower or the Parent is the surviving entity in such merger or consolidation, (Ciii) in the case of a merger or consolidation involving a Loan Party other than a Borrower, a Loan Party is the surviving entity in such merger or consolidation, and (Div) in the case of a merger or consolidation involving a Restricted Subsidiary other than a Loan Party, either a Loan Party or a Restricted Subsidiary is the surviving entity in such merger or consolidation or the surviving entity contemporaneously therewith becomes a Restricted Subsidiary; or provided that the requirements of this clause (iiiv) convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), or permit any Restricted Subsidiary to convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets other than conveyances, transfers, leases, or other dispositions between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries or shall not apply to any other Person who contemporaneously therewith becomes a Restricted Subsidiary; provided that (A) the merger or consolidation of any of ENSCO Drilling (Caribbean), Inc., ENSCO Drilling Venezuela, Inc., and ENSCO de Venezuela, S.R.L. (collectively, the "Excepted Entities") into an entity which is not the Parent or a Restricted Subsidiary, or the sale by the Parent or any Restricted Subsidiary of any of the Excepted Entities or substantially all of their assets, shall be permitted hereunder, so long as no Rigs (other than the barge rig known as the ENSCO 1) which are owned by the Parent or any of its Subsidiaries on the date of this Agreement are owned directly or indirectly by such Excepted Entity at the time of such merger, consolidation, or sale, and so long as no Debt incurred in connection with the acquisition, construction, renovation, or upgrade of any Rig that is owned by such Excepted Entity on the date of such merger, consolidation, or sale is recourse to or guaranteed by the Parent or any of its Subsidiaries and (B) a merger or consolidation of a Restricted Subsidiary (other than a Loan Party) with or into any Person that is not a Subsidiary where the neither a Loan Party nor a Restricted Subsidiary is not the surviving entity, or the sale or other disposition of all or substantially all of a Restricted Subsidiary's assets shall be permitted entity if (x) the fair market value of all consideration paid or payable to the Parent and its Restricted Subsidiaries (whether paid or payable in money, stock, stock or some other form, including, without limitation, by promissory note or some other installment obligation) on account of all such mergers, consolidations, sales mergers and other dispositions consolidations does not exceed $350,000,000 750,000,000 in any fiscal year of the Parent, (y) no Event of Default shall have occurred and be continuingcontinuing at the time of such merger or consolidation, and (z) after giving effect to the merger, consolidation, sale merger or other disposition consolidation on a pro forma basis, there would be no Event of Default.; or

Mergers, Sales of Assets, Etc. (i) Merge or consolidate with or into any Person, or permit any Restricted Subsidiary to merge or consolidate with or into any Person, unless (A) in the case of the Parent, the Parent is the surviving entity in such merger or consolidation, (B) in the case of a Borrower other than the Parent, a Borrower or the Parent is the surviving entity in such merger or consolidation, (C) in the case of a Loan Party other than a Borrower, a Loan Party is the surviving entity in such merger or consolidation, and (D) in the case of a Restricted Subsidiary other than a Loan Party, either a Loan Party or a Restricted Subsidiary is the surviving entity in such merger or consolidation or the surviving entity contemporaneously therewith becomes a Restricted Subsidiaryconsolidation; or (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), or permit any Restricted Subsidiary to convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets other than conveyances, transfers, leases, or other dispositions between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries or to any other Person who contemporaneously therewith becomes a Restricted SubsidiarySubsidiaries; provided that (A) the merger or consolidation of any of ENSCO Drilling (Caribbean), Inc., ENSCO Drilling Venezuela, Inc., and ENSCO de Venezuela, S.R.L. (collectively, the "Excepted Entities") into an entity which is not the Parent or a Restricted Subsidiary, or the sale by the Parent or any Restricted Subsidiary of any of the Excepted Entities or substantially all of their assets, shall be permitted hereunder, so long as no Rigs (other than the barge rig known as the ENSCO 1) which are owned by the Parent or any of its Subsidiaries on the date of this Agreement are owned directly or indirectly by such Excepted Entity at the time of such merger, consolidation, or sale, and so long as no Debt incurred in connection with the acquisition, construction, renovation, or upgrade of any Rig that is owned by such Excepted Entity on the date of such merger, consolidation, or sale is recourse to or guaranteed by the Parent or any of its Subsidiaries and (B) a merger or consolidation of a Restricted Subsidiary into any Person where the Restricted Subsidiary is not the surviving entity, or the sale or other disposition of all or substantially all of a Restricted Subsidiary's assets shall be permitted if (x) the fair market value of all consideration paid or payable (whether paid or payable in money, stock, or some other form, including, without limitation, by promissory note or some other installment obligation) on account of all such mergers, consolidations, sales and other dispositions does not exceed $350,000,000 in any fiscal year of the Parent, (y) no Event of Default shall have occurred and be continuing, and (z) after giving effect to the merger, consolidation, sale or other disposition on a pro forma basis, there would be no Event of DefaultSubsidiaries.

Mergers, Sales of Assets, Etc. (ia) Merge or consolidate with or into any Person, or permit any Restricted Subsidiary to merge or consolidate with or into any Person, unless (Ai) in the case of a merger or consolidation involving the Parent, the Parent is the surviving entity in such merger or consolidation, (Bii) in the case of a merger or consolidation involving a Borrower other than the Parent, a Borrower or the Parent is the surviving entity in such merger or consolidation, (Ciii) in the case of a merger or consolidation involving a Loan Party other than a Borrower, a Loan Party is the surviving entity in such merger or consolidation, and (Div) in the case of a merger or consolidation involving a Restricted Subsidiary other than a Loan Party, either a Loan Party or a Restricted Subsidiary is the surviving entity in such merger or consolidation or the surviving entity contemporaneously therewith becomes a Restricted Subsidiary; provided that the requirements of this clause (iv) shall not apply to any merger or consolidation of a Restricted Subsidiary (other than a Loan Party) with or into any Person that is not a Subsidiary where neither a Loan Party nor a Restricted Subsidiary is the surviving entity if (x) the fair market value of all consideration paid or payable to the Parent and its Restricted Subsidiaries (whether paid or payable in money, stock or some other form, including, without limitation, by promissory note or some other installment obligation) on account of all such mergers and consolidations does not exceed $750,000,000 in any fiscal year of the Parent, and (y) no Event of Default shall have occurred and be continuing at the time of such merger or consolidation before and after giving effect thereto; provided that any applicable requirements of this clause (a) shall not apply to any merger or consolidation involving a Loan Party (other than the Parent) with or into any Person that is not a Loan Party, where such Loan Party is not the surviving Person if, after giving effect to (1) such merger or consolidation, (2) any new Guaranty or Borrower Counterpart provided by such surviving Person and (3) any other action taken by the Parent and its Subsidiaries on or prior to the date of such merger or consolidation in connection therewith, the Parent has demonstrated Pro Forma Compliance; or (iib) convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), or permit any Restricted Subsidiary to convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its the assets other than conveyances, transfers, leases, or other dispositions between of the Parent and any Restricted Subsidiary or between Restricted Subsidiaries or to any other Person who contemporaneously therewith becomes a Restricted Subsidiary; provided that (A) the merger or consolidation of any of ENSCO Drilling (Caribbean), Inc., ENSCO Drilling Venezuela, Inc., and ENSCO de Venezuela, S.R.L. (collectively, the "Excepted Entities") into an entity which is not the Parent or a Restricted Subsidiary, or the sale by the Parent or any Restricted Subsidiary of any of the Excepted Entities or substantially all of their assets, shall be permitted hereunder, so long as no Rigs (other than the barge rig known as the ENSCO 1) which are owned by the Parent or any of its Subsidiaries on the date of this Agreement are owned directly or indirectly by such Excepted Entity at the time of such merger, consolidation, or sale, and so long as no Debt incurred in connection with the acquisition, construction, renovation, or upgrade of any Rig that is owned by such Excepted Entity on the date of such merger, consolidation, or sale is recourse to or guaranteed by the Parent or any of its Subsidiaries and (B) a merger or consolidation of a Restricted Subsidiary into any Person where the Restricted Subsidiary is not the surviving entity, or the sale or other disposition of all or substantially all of a Restricted Subsidiary's assets shall be permitted if (x) the fair market value of all consideration paid or payable (whether paid or payable in money, stock, or some other form, including, without limitation, by promissory note or some other installment obligation) on account of all such mergers, consolidations, sales and other dispositions does not exceed $350,000,000 in any fiscal year of the Parent, (y) no Event of Default shall have occurred and be continuing, and (z) after giving effect to the merger, consolidation, sale or other disposition on a pro forma consolidated basis, there would be no Event of Default.

Mergers, Sales of Assets, Etc. (i) Merge or consolidate with or into any Person, or permit any Restricted Subsidiary to merge or consolidate with or into any Person, unless (A) in the case of the Parent, the Parent is the surviving entity in such merger or consolidation, (B) in the case of a Borrower other than the ParentEOIC, a Borrower either EOIC or the Parent is the surviving entity in such merger or consolidation, and (C) in the case of a Loan Party other than a Borrower, a Loan Party is the surviving entity in such merger or consolidation, and (D) in the case of a Restricted Subsidiary other than a Loan PartyEOIC, either a Loan Party the Parent or a another Restricted Subsidiary is the surviving entity in such merger or consolidation or the surviving entity contemporaneously therewith becomes a Restricted Subsidiaryconsolidation; or (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), or permit any Restricted Subsidiary to convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets other than conveyances, transfers, leases, or other dispositions between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries or to any other Person who contemporaneously therewith becomes a Restricted Subsidiaryassets; provided that (A) the merger or consolidation of any of ENSCO Marine Company, ENSCO Platform Company, ENSCO Drilling (Caribbean), Inc., ENSCO Drilling Venezuela, Inc., and ENSCO de Venezuela, S.R.L. C.A. (collectively, the "“Excepted Entities"”) into an entity which is not the Parent or a Restricted Subsidiary, or the sale by the Parent or any Restricted Subsidiary of any of the Excepted Entities or substantially all of their assetsEntities, shall be permitted hereunder, so long as no Rigs (other than the barge rig known as the ENSCO 1) which are owned by the Parent or any of its Subsidiaries on the date of this Agreement are owned directly or indirectly by such Excepted Entity at the time of such merger, consolidation, or sale, and so long as no Debt incurred in connection with the acquisition, construction, renovation, or upgrade of any Rig that is owned by such Excepted Entity on the date of such merger, consolidation, or sale is recourse to or guaranteed by the Parent or any of its Subsidiaries and (B) a merger or consolidation of a Restricted Subsidiary into any Person where the Restricted Subsidiary is not the surviving entity, or the sale or other disposition of all or substantially all of a Restricted Subsidiary's assets shall be permitted if (x) the fair market value of all consideration paid or payable (whether paid or payable in money, stock, or some other form, including, without limitation, by promissory note or some other installment obligation) on account of all such mergers, consolidations, sales and other dispositions does not exceed $350,000,000 in any fiscal year of the Parent, (y) no Event of Default shall have occurred and be continuing, and (z) after giving effect to the merger, consolidation, sale or other disposition on a pro forma basis, there would be no Event of DefaultSubsidiaries.