Redomestication Transactions definition

Redomestication Transactions means the transactions pursuant to which, among other things (i) the Borrower shall organize or cause to be organized (x) Holdings as a direct wholly owned subsidiary of the Borrower, and (y) Transocean-Acquisition, as a direct wholly owned subsidiary of Holdings, (ii) the Borrower shall merge with Transocean-Acquisition, pursuant to the Redomestication Merger Agreement and by way of the Redomestication Schemes of Arrangement as provided in such Redomestication Merger Agreement, with the Borrower being the surviving company in such merger and the direct wholly owned subsidiary of Holdings, and (iii) Holdings shall issue, pursuant to the Redomestication Merger Agreement, one registered share of Holdings in exchange for each ordinary share of the Borrower issued and outstanding immediately prior to such merger.
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Redomestication Transactions means the transactions pursuant to which, among other things, (i) the Issuer shall organize or cause to be organized (x) Transocean Ltd., a Swiss corporation registered in Zug, Switzerland (“Guarantor”), as a direct wholly owned subsidiary of the Issuer, and (y) Transocean Cayman Ltd., a Cayman Islands company (“Transocean-Acquisition”), as a direct wholly owned subsidiary of the Guarantor, (ii) the Issuer shall merge with Transocean-Acquisition, pursuant to the Agreement and Plan of Merger dated as of October 9, 2008 among the Issuer, the Guarantor and Transocean-Acquisition, as amended (the “Agreement and Plan of Merger”), by way of schemes of arrangement under Cayman Islands law (the “Schemes of Arrangement”) as provided in the Agreement and Plan of Merger, with the Issuer being the surviving company in such merger and becoming the direct wholly owned subsidiary of the Guarantor, and (iii) the Guarantor shall issue, pursuant to the Agreement and Plan of Merger, one share of the Guarantor in exchange for each share of the Issuer issued and outstanding immediately prior to such merger. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, THE ISSUER AND THE DEALER AGREE THAT GUARANTOR SHALL HAVE NO RIGHTS OR OBLIGATIONS HEREUNDER OR UNDER THE GUARANTEE, NOR SHALL GUARANTOR BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR COVENANTS HEREUNDER OR UNDER THE GUARANTEE, UNTIL THE ACCESSION DELIVERY DATE, WHICH, AS DEFINED IN SECTION 3.7, SHALL OCCUR ONLY UPON THE EXECUTION AND DELIVERY BY THE GUARANTOR OF AN ACCESSION AGREEMENT AND THE GUARANTEE, IN ACCORDANCE WITH AND SUBJECT TO ADDITIONAL REQUIREMENTS SET FORTH IN SECTION 3.7. Certain terms used in this Agreement are defined in Section 6 hereof. The Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.
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Redomestication Transactions means the series of transactions pursuant to which XL Group and its Subsidiaries effect a change in the jurisdiction of incorporation of the parent company of the XL Group of Companies from Ireland to Bermuda].8
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Examples of Redomestication Transactions in a sentence

  • The Administrative Agent shall have received reasonably satisfactory evidence that the Redomestication Transactions shall have been consummated.

  • Effective upon the consummation of the Redomestication Transactions, Exhibit B (Form of Compliance Certificate) to the Secured Credit Agreement is hereby deleted in its entirety and replaced with the new Exhibit B to the Secured Credit Agreement attached hereto as Exhibit B.

  • Effective upon the consummation of the Redomestication Transactions, Schedules 1.1(a)(Commitments and Notice Addresses), 5.4 (Licenses) and 5.7 (Subsidiaries) to the Unsecured Credit Agreement are hereby deleted in their entirety and replaced with the new Schedules 1.1(a), 5.4 and 5.7 to the Unsecured Credit Agreement attached hereto as Exhibit C.

  • Effective upon the consummation of the Redomestication Transactions, the Unsecured Credit Agreement is hereby amended as set forth in the composite conformed copy of the Unsecured Credit Agreement attached hereto as Exhibit A-1 with the changes indicated as blacklined additions or deletions in the composite conformed copy of the Unsecured Credit Agreement attached hereto as Exhibit A-2.

  • Effective upon the consummation of the Redomestication Transactions, Schedules 1.1(a)(Commitments and Notice Addresses), 4.4 (Licenses) and 4.7 (Subsidiaries) to the Secured Credit Agreement are hereby deleted in their entirety and replaced with the new Schedules 1.1(a), 4.4 and 4.7 to the Secured Credit Agreement attached hereto as Exhibit C.

  • Each Loan Party is, and after giving effect to the Redomestication Transactions, the Holdings Guaranty, any other Guaranties given by any Loan Parties in respect of this Agreement, the 364-Day Credit Agreement, the Term Credit Agreement, and the Indebtedness issued under the Indentures, and any Subsidiary Guaranty, will be and will continue to be, when taken together with their respective Subsidiaries, Solvent.

  • Each Loan Party is, and after giving effect to the Redomestication Transactions, the Holdings Guaranty, any other Guaranties given by any Loan Parties in respect of this Agreement, the Five-Year Revolver Agreement, the Term Credit Agreement, and the Indebtedness issued under the Indentures, and any Subsidiary Guaranty, will be and will continue to be, when taken together with their respective Subsidiaries, Solvent.

  • Effective upon the consummation of the Redomestication Transactions, the Secured Credit Agreement is hereby amended as set forth in the composite conformed copy of the Secured Credit Agreement attached hereto as Exhibit A-1 with the changes indicated as blacklined additions or deletions in the composite conformed copy of the Secured Credit Agreement attached hereto as Exhibit A-2.

  • Effective upon the consummation of the Redomestication Transactions, Exhibit D (Form of Compliance Certificate) to the Unsecured Credit Agreement is hereby deleted in its entirety and replaced with the new Exhibit D to the Unsecured Credit Agreement attached hereto as Exhibit B.

  • Each Loan Party, after giving effect to the Redomestication Transactions, the Holdings Guaranty, any other Guaranties given by any Loan Parties in respect of this Agreement, the Revolving Credit Agreements, and the Indebtedness issued under the Indentures, will be, when taken together with their respective Subsidiaries, Solvent.