Common use of Subscription Right Clause in Contracts

Subscription Right. (a) KBR hereby grants to Halliburton, on the terms and conditions set forth herein, a continuing right (the “Subscription Right”) to purchase from KBR, at the times set forth herein: (i) with respect to the issuance of a class or series of shares of KBR Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Voting Percentage (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued); and (ii) with respect to the issuance of a class or series of shares of KBR Non-Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Halliburton to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.8. The exercise price for each share purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR of shares in exchange for cash consideration, the per share price paid to KBR in the related Issuance Event (defined below); and (ii) in the event of the issuance by KBR of shares for consideration other than cash, the per share Market Price of such shares at the Issuance Event Date (defined below). (b) The provisions of Section 5.4(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a) shall not apply and shall not be exercisable in connection with the issuance by KBR of any shares of KBR Common Stock pursuant to any stock option or other executive, director or employee benefit, compensation or incentive plan maintained by KBR, to the extent such issuance: (i) would not result in Halliburton and other members of the Halliburton Group losing collective control of KBR within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR in the circumstances described in Section 5.4(b) above and other than issuances of shares to any member of the Halliburton Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR Non-Voting Stock not outstanding prior to such issuance, KBR will notify Halliburton in writing (a “Subscription Right Notice”) of any plans it has to issue such shares and the date on which such issuance could first occur (such issuance being referred to herein as an “Issuance Event” and the closing date of such issuance an “Issuance Event Date”). The Subscription Right Notice shall also specify the number of shares KBR intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton (or any member of the Halliburton Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Group is entitled to purchase pursuant to Section 5.4(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the applicable Issuance Event Date by the delivery to KBR of a written notice to such effect specifying (i) the number of shares to be purchased by Halliburton or any member of the Halliburton Group, and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Subscription Right, KBR will, on or prior to the applicable Issuance Event Date, deliver to Halliburton (or any member of the Halliburton Group designated by Halliburton), against payment therefor, certificates (issued in the name of Halliburton or its permitted assignee hereunder or as directed by Halliburton) representing the shares being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBR, for the full purchase price of such shares. (e) Except as provided in Section 5.4(f), any failure by Halliburton to exercise the Subscription Right, or any exercise for less than all shares purchasable under the Subscription Right, in connection with any particular Issuance Event shall not affect Halliburton’s right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, however, that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton so failed to exercise such Subscription Right in full or in part shall be recalculated to account for the dilution of Halliburton’s interest. (f) The Subscription Right, or any part thereof, assigned to any member of the Halliburton Group other than Halliburton, shall terminate in the event that such member ceases to be a Majority Owned Subsidiary of Halliburton for any reason whatsoever.

Subscription Right. (a) KBR TODCO hereby grants to HalliburtonTransocean, on the terms and conditions set forth herein, a continuing right (the “"Subscription Right”") to purchase from KBRTODCO, at the times set forth herein: (i) with respect to the issuance of a class or series of shares of KBR TODCO Voting Stock, the number of such shares as is necessary to allow Halliburton Transocean to maintain its Voting Percentage (orPercentage, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued); and (ii) with respect to the issuance of a class or series of shares of KBR TODCO Non-Voting Stock, the number of such shares as is necessary to allow Halliburton Transocean to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Halliburton Transocean to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.8Transocean Group. The exercise price for each share of TODCO Stock purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR TODCO of shares TODCO Stock in exchange for cash consideration, the per share price paid to KBR TODCO for shares of the TODCO Stock issued by TODCO in the related Issuance Event (defined below)Event; and (ii) in the event of the issuance by KBR TODCO of shares TODCO Stock for consideration other than cash, the per share Market Price of such shares TODCO Stock at the Issuance Event Date (defined below)of such issuance. (b) The provisions of Section 5.4(a5.6(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a5.6(a) shall not apply and shall not be exercisable in connection with the issuance by KBR TODCO of any shares of KBR TODCO Common Stock pursuant to any stock option or other executive, director executive or employee benefit, benefit or compensation or incentive plan maintained by KBRTODCO, to the extent such issuance: (i) issuance would not result in Halliburton Transocean and other members of the Halliburton Transocean Group losing collective control of KBR TODCO within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a5.6(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR TODCO Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR TODCO Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR TODCO in the circumstances described in Section 5.4(b5.6(b) above and other than issuances of shares TODCO Stock to any member of the Halliburton Transocean Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR TODCO Non-Voting Stock not outstanding prior to such issuance, KBR TODCO will notify Halliburton Transocean in writing (a “"Subscription Right Notice”") of any plans it has to issue such shares and or the date on which such issuance event could first occur. Each Subscription Right Notice must specify the date on which TODCO intends to issue such additional shares of TODCO Stock or on which such event could first occur (such issuance or event being referred to herein as an “"Issuance Event” " and the closing date of such issuance or event as an “"Issuance Event Date”"). The Subscription Right Notice shall also specify , the number of shares KBR TODCO intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton Transocean (or any member of the Halliburton Transocean Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Transocean Group is entitled to purchase pursuant to Section 5.4(a5.6(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the applicable Issuance Event Date by the delivery to KBR TODCO of a written notice to such effect specifying (i) the number of shares of TODCO Stock to be purchased by Halliburton Transocean, or any member of the Halliburton Transocean Group, and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Subscription Right, KBR TODCO will, on or prior to the applicable Issuance Event Date, deliver to Halliburton Transocean (or any member of the Halliburton Transocean Group designated by HalliburtonTransocean), against payment therefor, certificates (issued in the name of Halliburton Transocean or its permitted assignee hereunder or as directed by HalliburtonTransocean) representing the shares of TODCO Stock being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBRTODCO, for the full purchase price of such shares. (e) Except as provided in Section 5.4(f5.6(f), any failure by Halliburton Transocean to exercise the Subscription Right, or any exercise for less than all shares purchasable under the Subscription Right, in connection with any particular Issuance Event shall not affect Halliburton’s Transocean's right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, however, that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton Transocean so failed to exercise such Subscription Right in full or in part shall be recalculated to account for the dilution of Halliburton’s interestas set forth in Section 1.110 or Section 1.66, respectively. (f) The Subscription Right, or any part thereof, assigned to any member of the Halliburton Transocean Group other than HalliburtonTransocean, shall terminate in the event that such member ceases to be a Majority Owned Subsidiary of Halliburton Transocean for any reason whatsoever.

Subscription Right. (a) KBR hereby grants to Halliburton, on the terms and conditions set forth herein, a continuing right (the “Subscription Right”) to purchase from KBR, at the times set forth herein: (i) with respect to the issuance of a class or series of shares of KBR Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Voting Percentage (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued); and (ii) with respect to the issuance of a class or series of shares of KBR Non-Voting Stock, the number of such shares as is necessary to allow Halliburton to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Halliburton to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.85.7. The exercise price for each share purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR of shares in exchange for cash consideration, the per share price paid to KBR in the related Issuance Event (defined below); and (ii) in the event of the issuance by KBR of shares for consideration other than cash, the per share Market Price of such shares at the Issuance Event Date (defined below). (b) The provisions of Section 5.4(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a) shall not apply and shall not be exercisable in connection with the issuance by KBR of any shares of KBR Common Stock pursuant to any stock option or other executive, director or employee benefit, compensation or incentive plan maintained by KBR, to the extent such issuance: (i) would not result in Halliburton and other members of the Halliburton Group losing collective control of KBR within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR in the circumstances described in Section 5.4(b) above and other than issuances of shares to any member of the Halliburton Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR Non-Voting Stock not outstanding prior to such issuance, KBR will notify Halliburton in writing (a “Subscription Right Notice”) of any plans it has to issue such shares and the date on which such issuance could first occur (such issuance being referred to herein as an “Issuance Event” and the closing date of such issuance an “Issuance Event Date”). The Subscription Right Notice shall also specify the number of shares KBR intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton (or any member of the Halliburton Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Group is entitled to purchase pursuant to Section 5.4(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the applicable Issuance Event Date by the delivery to KBR of a written notice to such effect specifying (i) the number of shares to be purchased by Halliburton or any member of the Halliburton Group, and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Subscription Right, KBR will, on or prior to the applicable Issuance Event Date, deliver to Halliburton (or any member of the Halliburton Group designated by Halliburton), against payment therefor, certificates (issued in the name of Halliburton or its permitted assignee hereunder or as directed by Halliburton) representing the shares being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBR, for the full purchase price of such shares. (e) Except as provided in Section 5.4(f), any failure by Halliburton to exercise the Subscription Right, or any exercise for less than all shares purchasable under the Subscription Right, in connection with any particular Issuance Event shall not affect Halliburton’s right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, however, that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton so failed to exercise such Subscription Right in full or in part shall be recalculated to account for the dilution of Halliburton’s interest. (f) The Subscription Right, or any part thereof, assigned to any member of the Halliburton Group other than Halliburton, shall terminate in the event that such member ceases to be a Majority Owned Subsidiary of Halliburton for any reason whatsoever.

Subscription Right. (a) KBR TODCO hereby grants to HalliburtonTransocean, on the terms and conditions set forth herein, a continuing right (the “"Subscription Right”") to purchase from KBRTODCO, at the times set forth herein: (i) with respect to the issuance of a class or series of shares of KBR TODCO Voting Stock, the number of such shares as is necessary to allow Halliburton Transocean to maintain its Voting Percentage (orPercentage, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued); and (ii) with respect to the issuance of a class or series of shares of KBR TODCO Non-Voting Stock, the number of such shares as is necessary to allow Halliburton Transocean to maintain its Ownership Percentage with respect to such class or series of shares (or, in the case of a class or series not outstanding prior to such issuance, 80% of the total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to time, by Halliburton Transocean to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.8Transocean Group. The exercise price for each share of TODCO Stock purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR TODCO of shares TODCO Stock in exchange for cash consideration, the per share price paid to KBR TODCO for shares of the TODCO Stock issued by TODCO in the related Issuance Event (defined below)Event; and (ii) in the event of the issuance by KBR TODCO of shares TODCO Stock for consideration other than cash, the per share Market Price of such shares TODCO Stock at the Issuance Event Date (defined below)of such issuance. (b) The provisions of Section 5.4(a5.6(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a5.6(a) shall not apply and shall not be exercisable in connection with the issuance by KBR TODCO of any shares of KBR TODCO Common Stock pursuant to any stock option or other executive, director executive or employee benefit, benefit or compensation or incentive plan maintained by KBRTODCO, to the extent such issuance: (i) issuance would not result in Halliburton Transocean and other members of the Halliburton Transocean Group losing collective control of KBR TODCO within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a5.6(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR TODCO Non-Voting Stock, is less than 80%. (c) At least 20 Business Days business days prior to the issuance of any shares of KBR TODCO Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR TODCO in the circumstances described in Section 5.4(b5.6(b) above and other than issuances of shares TODCO Stock to any member of the Halliburton Transocean Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR TODCO Non-Voting Stock not outstanding prior to such issuance, KBR TODCO will notify Halliburton Transocean in writing (a “"Subscription Right Notice”") of any plans it has to issue such shares and or the date on which such issuance event could first occur. Each Subscription Right Notice must specify the date on which TODCO intends to issue such additional shares of TODCO Stock or on which such event could first occur (such issuance or event being referred to herein as an “"Issuance Event” " and the closing date of such issuance or event as an “"Issuance Event Date”"). The Subscription Right Notice shall also specify , the number of shares KBR TODCO intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton Transocean (or any member of the Halliburton Transocean Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Transocean Group is entitled to purchase pursuant to Section 5.4(a5.6(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the applicable Issuance Event Date by the delivery to KBR TODCO of a written notice to such effect specifying (i) the number of shares of TODCO Stock to be purchased by Halliburton Transocean, or any member of the Halliburton Transocean Group, and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Subscription Right, KBR TODCO will, on or prior to the applicable Issuance Event Date, deliver to Halliburton Transocean (or any member of the Halliburton Transocean Group designated by HalliburtonTransocean), against payment therefor, certificates (issued in the name of Halliburton Transocean or its permitted assignee hereunder or as directed by HalliburtonTransocean) representing the shares of TODCO Stock being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBRTODCO, for the full purchase price of such shares. (e) Except as provided in Section 5.4(f5.6(f), any failure by Halliburton Transocean to exercise the Subscription Right, or any exercise for less than all shares purchasable under the Subscription Right, in connection with any particular Issuance Event shall not affect Halliburton’s Transocean's right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, however, that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton Transocean so failed to exercise such Subscription Right in full or in part shall be recalculated to account for the dilution of Halliburton’s interestas set forth in Section 1.111 or Section 1.66, respectively. (f) The Subscription Right, or any part thereof, assigned to any member of the Halliburton Transocean Group other than HalliburtonTransocean, shall terminate in the event that such member ceases to be a Majority Owned Subsidiary of Halliburton Transocean for any reason whatsoever.