Common use of Redomestication Clause in Contracts

Redomestication. (a) At any time following the six (6) month anniversary of the Effective Date, ISE Holdings may, at its option, request that the Company redomesticate to Delaware through a merger with and into either, at the direction of the Company after consu ltation with ISE Holdings, a corporation or a limited liability company (the “ Redomestication”). The Board shall consider in good faith the merits and any risks of Redomestication at such time and notify ISE Holdings of its determination whether or not th e Company will undertake the Redomestication within thirty (30) days following receipt of such request. If the Board determines in good faith that Redomestication would not reasonably be expected to be in the best interests of the Company, then the Company may decline ISE Holdings' request at such time; provided that the Company shall not be required to take any action that would not reasonably be expected to be tax-free to the Members; and provided, further, that ISE Holdings shall be entitled to make additional requests for Redomestication no more than once every six (6) months after the Board declines a request for Redomestication in accordance with this Section 6.18 and the Company shall be required to comply with this Section 6.18 anew. If the Board d oes not decline any such requested Redomestication within the thirty (30) day time period prescribed above, then the Board shall cause the Company to use commercially reasonable efforts to complete the Redomestication within one hundred twenty (120) days f ollowing receipt of a requested Redomestication. (b) In connection with any Redomestication, the Members shall receive, in exchange for their respective Units, shares of capital stock or other interests in a Delaware corporation or limited liability company, a s the case may be, having the same relative economic interest and other rights and obligations in such corporation or limited liability company , as applicable, as is set forth in this Agreement, subject to any modifications deemed appropriate by the Company and the Members, in consultation with their respective representatives, as a result of the Redomestication. At the time of any Redomestication and subject to any legal, regulatory, stock exchange or other similar requirements, the Members shall take all actions reasonably requested by the Company in connection with such Redomestication and to cause the resulting corporation or limited liability company, as applicable, to be governed substantially as provided in this Agreement, including by entering into a stockholders' agreement containing governance, voting and transfer provisions restrictions consistent in all material respects with those set forth in this Agreement.

Redomestication. (a) At If the Borrower elects to consummate the Redomestication Transactions, the Borrower (i) shall cause such Redomestication Transactions to be consummated substantially in accordance with the Redomestication Merger Agreement and Redomestication Schemes of Arrangement (without any time following the six (6) month anniversary waiver of the Effective Date, ISE Holdings may, at its option, request that conditions provided therein where such waiver would be adverse to the Company redomesticate to Delaware through a merger with and into either, at the direction interests of the Company after consu ltation Lenders in any material respects) and in compliance in all material respects with ISE Holdingsall applicable laws, a corporation or a limited liability company regulations and governmental and judicial approvals (including, without limitation, the “ Redomestication”). The Board shall consider in good faith the merits and any risks of Redomestication at such time and notify ISE Holdings of its determination whether or not th e Company will undertake court orders sanctioning the Redomestication within thirty Transactions obtained from the Grand Court of the Cayman Islands), and (30ii) days following receipt shall not effect the consummation of the Redomestication Transactions if such request. If consummation would result in or cause to occur any Default or Event of Default or any breach or default under the Board determines terms of the Five-Year Revolver Agreement, the Term Credit Agreement, the Indentures, or any other indentures, credit or loan agreements, leases or other financing agreements in good faith that Redomestication would not respect of any Material Indebtedness, or other agreements the breach or default of which could reasonably be expected to be in the best interests of the Company, then the Company may decline ISE Holdings' request at such time; provided that the Company shall not be required to take any action that would not reasonably be expected to be tax-free to the Members; and provided, further, that ISE Holdings shall be entitled to make additional requests for Redomestication no more than once every six (6) months after the Board declines have a request for Redomestication in accordance with this Section 6.18 and the Company shall be required to comply with this Section 6.18 anew. If the Board d oes not decline any such requested Redomestication within the thirty (30) day time period prescribed above, then the Board shall cause the Company to use commercially reasonable efforts to complete the Redomestication within one hundred twenty (120) days f ollowing receipt of a requested RedomesticationMaterial Adverse Effect. (b) In connection with any RedomesticationUpon or prior to consummation of the Redomestication Transactions, the Members Borrower shall receive, in exchange for their respective Units, shares of capital stock deliver or cause to be delivered the following agreements and documents to the Administrative Agent (including by facsimile or other interests electronic means), all in a Delaware corporation or limited liability company, a s form and substance reasonably satisfactory to the case may be, having the same relative economic interest and other rights and obligations in such corporation or limited liability company , as applicable, as is set forth in this Agreement, subject to any modifications deemed appropriate by the Company Administrative Agent and the MembersArrangers and in sufficient number of signed counterparts, in consultation with their respective representatives, as a result of the Redomestication. At the time of any Redomestication and subject to any legal, regulatory, stock exchange or other similar requirements, the Members shall take all actions reasonably requested by the Company in connection with such Redomestication and to cause the resulting corporation or limited liability company, as where applicable, to provide one for each Lender: (i) the Holdings Guaranty; (ii) certificates of the Secretary or Assistant Secretary of Holdings containing specimen signatures of the persons authorized to execute and deliver the Holdings Guaranty on behalf of Holdings, together with (x) copies of resolutions of the board of directors or comparable body of Holdings authorizing the execution and delivery of the Holdings Guaranty, (y) copies of Holdings’ organizational and other governance documents, and (z) a certificate of incorporation or other governmental registration or filing made in respect of the incorporation or formation of Holdings; (iii) copies of any necessary governmental or third party approvals, registrations or filings in respect of the Holdings Guaranty; (iv) opinions of counsel reasonably satisfactory to the Administrative Agent and the Joint Arrangers in respect of the Borrower, Holdings, the Redomestication Transactions, and the Holdings Guaranty from (w) Xxxxx Xxxxx L.L.P., New York counsel for the Borrower and Holdings, (x) the General Counsel or an Associate General Counsel of the Borrower and, upon consummation of the Redomestication Transactions, Holdings, (y) Walkers, Cayman Islands counsel for the Borrower and Transocean-Acquisition, and (z) Xxxxxxxxx XX, Swiss counsel for Holdings; (v) a certificate of the President or Vice President of the Borrower as to the consummation of the Redomestication Transactions in compliance with the provisions of Section 5.21 and this Section 6.19, and the absence of any Default or Event of Default at the time of, and after giving effect to, the Redomestication Transactions; (vi) copies of the court orders of the Grand Court of the Cayman Islands sanctioning the consummation of the Redomestication Transactions in accordance with the terms of the Redomestication Merger Agreement and Redomestication Schemes of Arrangement; (vii) Copies of amendments, or amendments and restatements, of the Five-Year Revolver Agreement and Term Credit Agreement that, among other modifications, permit the Redomestication Transactions to be governed substantially consummated without causing or resulting in an “Event of Default” under such Five-Year Revolver Agreement or Term Credit Agreement; and (viii) copies of such other existing agreements and documents in respect of the Redomestication Transactions as provided in this Agreement, including by entering into a stockholders' agreement containing governance, voting and transfer provisions restrictions consistent in all material respects with those set forth in this Agreementthe Administrative Agent may reasonably request.

Redomestication. (a) At If the Borrower elects to consummate the Redomestication Transactions, the Borrower (i) shall cause such Redomestication Transactions to be consummated substantially in accordance with the Redomestication Merger Agreement and Redomestication Schemes of Arrangement (without any time following the six (6) month anniversary waiver of the Effective Date, ISE Holdings may, at its option, request that conditions provided therein where such waiver would be adverse to the Company redomesticate to Delaware through a merger with and into either, at the direction interests of the Company after consu ltation Lenders in any material respects) and in compliance in all material respects with ISE Holdingsall applicable laws, a corporation or a limited liability company regulations and governmental and judicial approvals (including, without limitation, the “ Redomestication”). The Board shall consider in good faith the merits and any risks of Redomestication at such time and notify ISE Holdings of its determination whether or not th e Company will undertake court orders sanctioning the Redomestication within thirty Transactions obtained from the Grand Court of the Cayman Islands), and (30ii) days following receipt shall not effect the consummation of the Redomestication Transactions if such request. If consummation would result in or cause to occur any Default or Event of Default or any breach or default under the Board determines terms of the 364-Day Revolver Agreement, the Term Credit Agreement, the Indentures, or any other indentures, credit or loan agreements, leases or other financing agreements in good faith that Redomestication would not respect of any Material Indebtedness, or other agreements the breach or default of which could reasonably be expected to be in the best interests of the Company, then the Company may decline ISE Holdings' request at such time; provided that the Company shall not be required to take any action that would not reasonably be expected to be tax-free to the Members; and provided, further, that ISE Holdings shall be entitled to make additional requests for Redomestication no more than once every six (6) months after the Board declines have a request for Redomestication in accordance with this Section 6.18 and the Company shall be required to comply with this Section 6.18 anew. If the Board d oes not decline any such requested Redomestication within the thirty (30) day time period prescribed above, then the Board shall cause the Company to use commercially reasonable efforts to complete the Redomestication within one hundred twenty (120) days f ollowing receipt of a requested RedomesticationMaterial Adverse Effect. (b) In connection with any RedomesticationUpon or prior to consummation of the Redomestication Transactions, the Members Borrower shall receive, in exchange for their respective Units, shares of capital stock deliver or cause to be delivered the following agreements and documents to the Administrative Agent (including by facsimile or other interests electronic means), all in a Delaware corporation or limited liability company, a s form and substance reasonably satisfactory to the case may be, having the same relative economic interest and other rights and obligations in such corporation or limited liability company , as applicable, as is set forth in this Agreement, subject to any modifications deemed appropriate by the Company Administrative Agent and the MembersArrangers and in sufficient number of signed counterparts, in consultation with their respective representatives, as a result of the Redomestication. At the time of any Redomestication and subject to any legal, regulatory, stock exchange or other similar requirements, the Members shall take all actions reasonably requested by the Company in connection with such Redomestication and to cause the resulting corporation or limited liability company, as where applicable, to be governed substantially provide one for each Lender: (i) the Holdings Guaranty; (ii) certificates of the Secretary or Assistant Secretary of Holdings containing specimen signatures of the persons authorized to execute and deliver the Holdings Guaranty on behalf of Holdings, together with (x) copies of resolutions of the board of directors or comparable body of Holdings authorizing the execution and delivery of the Holdings Guaranty, (y) copies of Holdings’ organizational and other governance documents, and (z) a certificate of incorporation or other governmental registration or filing made in respect of the incorporation or formation of Holdings; (iii) copies of any necessary governmental or third party approvals, registrations or filings in respect of the Holdings Guaranty; (iv) opinions of counsel reasonably satisfactory to the Administrative Agent and the Joint Arrangers in respect of the Borrower, Holdings, the Redomestication Transactions, and the Holdings Guaranty from (w) Xxxxx Xxxxx L.L.P., New York counsel for the Borrower and Holdings, (x) the General Counsel or an Associate General Counsel of the Borrower and, upon consummation of the Redomestication Transactions, Holdings, (y) Walkers, Cayman Islands counsel for the Borrower and Transocean-Acquisition, and (z) Xxxxxxxxx XX, Swiss counsel for Holdings; (v) a certificate of the President or Vice President of the Borrower as provided to the consummation of the Redomestication Transactions in compliance with the provisions of Section 5.21 and this AgreementSection 6.19, including by entering into a stockholders' agreement containing governanceand the absence of any Default or Event of Default at the time of, voting and transfer provisions restrictions consistent after giving effect to, the Redomestication Transactions; (vi) copies of the court orders of the Grand Court of the Cayman Islands sanctioning the consummation of the Redomestication Transactions in all material respects accordance with those set forth the terms of the Redomestication Merger Agreement and Redomestication Schemes of Arrangement; (vii) copies of such other existing agreements and documents in this Agreementrespect of the Redomestication Transactions as the Administrative Agent may reasonably request; and (viii) such materials and information as are reasonably necessary for each Lender to conduct know-your-customer due diligence.

Redomestication. (a) At If the Borrower elects to consummate the Redomestication Transactions, the Borrower (i) shall cause such Redomestication Transactions to be consummated substantially in accordance with the Redomestication Merger Agreement and Redomestication Schemes of Arrangement (without any time following the six (6) month anniversary waiver of the Effective Date, ISE Holdings may, at its option, request that conditions provided therein where such waiver would be adverse to the Company redomesticate to Delaware through a merger with and into either, at the direction interests of the Company after consu ltation Lenders in any material respects) and in compliance in all material respects with ISE Holdingsall applicable laws, a corporation or a limited liability company regulations and governmental and judicial approvals (including, without limitation, the “ Redomestication”). The Board shall consider in good faith the merits and any risks of Redomestication at such time and notify ISE Holdings of its determination whether or not th e Company will undertake court orders sanctioning the Redomestication within thirty Transactions obtained from the Grand Court of the Cayman Islands), and (30ii) days following receipt shall not effect the consummation of the Redomestication Transactions if such request. If consummation would result in or cause to occur any Default or Event of Default or any breach or default under the Board determines terms of the Revolving Credit Agreements, the Indentures, or any other indentures, credit or loan agreements, leases or other financing agreements in good faith that Redomestication would not respect of any Material Indebtedness, or other agreements the breach or default of which could reasonably be expected to be in the best interests of the Company, then the Company may decline ISE Holdings' request at such time; provided that the Company shall not be required to take any action that would not reasonably be expected to be tax-free to the Members; and provided, further, that ISE Holdings shall be entitled to make additional requests for Redomestication no more than once every six (6) months after the Board declines have a request for Redomestication in accordance with this Section 6.18 and the Company shall be required to comply with this Section 6.18 anew. If the Board d oes not decline any such requested Redomestication within the thirty (30) day time period prescribed above, then the Board shall cause the Company to use commercially reasonable efforts to complete the Redomestication within one hundred twenty (120) days f ollowing receipt of a requested RedomesticationMaterial Adverse Effect. (b) In connection with any RedomesticationUpon or prior to consummation of the Redomestication Transactions, the Members Borrower shall receive, in exchange for their respective Units, shares of capital stock deliver or cause to be delivered the following agreements and documents to the Administrative Agent (including by facsimile or other interests electronic means), all in a Delaware corporation or limited liability company, a s form and substance reasonably satisfactory to the case may be, having the same relative economic interest and other rights and obligations in such corporation or limited liability company , as applicable, as is set forth in this Agreement, subject to any modifications deemed appropriate by the Company Administrative Agent and the MembersArrangers and in sufficient number of signed counterparts, in consultation with their respective representatives, as a result of the Redomestication. At the time of any Redomestication and subject to any legal, regulatory, stock exchange or other similar requirements, the Members shall take all actions reasonably requested by the Company in connection with such Redomestication and to cause the resulting corporation or limited liability company, as where applicable, to be governed substantially provide one for each Lender: (i) the Holdings Guaranty; (ii) certificates of the Secretary or Assistant Secretary of Holdings containing specimen signatures of the persons authorized to execute and deliver the Holdings Guaranty on behalf of Holdings, together with (x) copies of resolutions of the board of directors or comparable body of Holdings authorizing the execution and delivery of the Holdings Guaranty, (y) copies of Holdings’ organizational and other governance documents, and (z) a certificate of incorporation or other governmental registration or filing made in respect of the incorporation or formation of Holdings; (iii) copies of any necessary governmental or third party approvals, registrations or filings in respect of the Holdings Guaranty; (iv) opinions of counsel reasonably satisfactory to the Administrative Agent and the Joint Arrangers in respect of the Borrower, Holdings, the Redomestication Transactions, and the Holdings Guaranty from (w) Xxxxx Xxxxx L.L.P., New York counsel for the Borrower and Holdings, (x) the General Counsel or an Associate General Counsel of the Borrower and, upon consummation of the Redomestication Transactions, Holdings, (y) Walkers, Cayman Islands counsel for the Borrower and Transocean-Acquisition, and (z) Xxxxxxxxx XX, Swiss counsel for Holdings; (v) a certificate of the President or Vice President of the Borrower as provided to the consummation of the Redomestication Transactions in compliance with the provisions of Section 5.20 and this AgreementSection 6.19, including by entering into a stockholders' agreement containing governanceand the absence of any Default or Event of Default at the time of, voting and transfer provisions restrictions consistent after giving effect to, the Redomestication Transactions; (vi) copies of the court orders of the Grand Court of the Cayman Islands sanctioning the consummation of the Redomestication Transactions in all material respects accordance with those set forth the terms of the Redomestication Merger Agreement and Redomestication Schemes of Arrangement; and (vii) copies of such other existing agreements and documents in this Agreementrespect of the Redomestication Transactions as the Administrative Agent may reasonably request; and (viii) Such materials and information as are reasonably necessary for each Lender to conduct know-your-customer due diligence.

Redomestication. (a) At any time following the six (6) month anniversary of the Effective Date, ISE Holdings may, at its option, request that the Company redomesticate to Delaware through a merger with and into either, at the direction of the Company after consu ltation with ISE Holdings, a corporation or a limited liability company (the “ Redomestication”). The Board shall consider in good faith the merits and any risks of Redomestication at such time and notify ISE Holdings of its determination whether or not th e Company will undertake the Redomestication within thirty (30) days following receipt of such request. If the Board determines in good faith that Redomestication would not reasonably be expected to be in the best interests of the Company, then the Company may decline ISE Holdings' ’ request at such time; provided that the Company shall not be required to take any action that would not reasonably be expected to be tax-free to the Members; and provided, further, that ISE Holdings shall be entitled to make additional requests for Redomestication no more than once every six (6) months after the Board declines a request for Redomestication in accordance with this Section 6.18 and the Company shall be required to comply with this Section 6.18 anew. If the Board d oes not decline any such requested Redomestication within the thirty (30) day time period prescribed above, then the Board shall cause the Company to use commercially reasonable efforts to complete the Redomestication within one hundred twenty (120) days f ollowing receipt of a requested Redomestication. (b) In connection with any Redomestication, the Members shall receive, in exchange for their respective Units, shares of capital stock or other interests in a Delaware corporation or limited liability company, a s the case may be, having the same relative economic interest and other rights and obligations in such corporation or limited liability company , as applicable, as is set forth in this Agreement, subject to any modifications deemed appropriate by the Company and the Members, in consultation with their respective representatives, as a result of the Redomestication. At the time of any Redomestication and subject to any legal, regulatory, stock exchange or other similar requirements, the Members shall take all actions reasonably requested by the Company in connection with such Redomestication and to cause the resulting corporation or limited liability company, as applicable, to be governed substantially as provided in this Agreement, including by entering into a stockholders' ’ agreement containing governance, voting and transfer provisions restrictions consistent in all material respects with those set forth in this Agreement.