Common use of CHARTER/BYLAW AMENDMENTS Clause in Contracts

CHARTER/BYLAW AMENDMENTS. So long as Transocean owns shares representing at least 15% of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO will not, without the prior consent of Transocean, adopt any amendments to its Amended and Restated Certificate of Incorporation or Bylaws or take or recommend to its stockholders any action during the term of this Agreement which would (i) impose limitations on the legal rights of Transocean or any other member of the Transocean Group or any transferee of any securities of TODCO from Transocean or a member of the Transocean Group (a "Transocean Transferee") as a stockholder of TODCO other than those imposed pursuant to the express terms of this Agreement or the forms of TODCO's Amended and Restated Certificate of Incorporation and Bylaws attached hereto as Schedules 5.1(a) and 5.1(b), respectively, including, without limitation, any action which would impose restrictions (A) based upon the size of security holding, the business in which a security holder is engaged or other considerations applicable to Transocean or any other member of the Transocean Group or a Transocean Transferee and not to security holders generally, (B) by means of the issuance of or proposal to issue any class of securities having voting power disproportionately greater than the equity investment in TODCO represented by such securities or (C) involving impairment of rights granted to any member of the Transocean Group, (ii) involve the issuance or corporate action providing for the issuance of any warrant, right, capital stock or other security (A) which is, or under specified circumstances will become, convertible into or represent the right to acquire any securities of Transocean or any other member of the Transocean Group or a Transocean Transferee or (B) which is dependent upon the amount of voting securities owned by Transocean or any other member of the Transocean Group or a Transocean Transferee, (iii) deny any benefit to Transocean or any other member of the Transocean Group or a Transocean Transferee proportionately as holders of any class of voting securities generally, or (iv) alter voting or other rights of the holders of any class of voting securities so that any such rights (or the vote required with respect to any matter) are determined with reference to the amount of voting securities held by Transocean or any other member of the Transocean Group or a Transocean Transferee; provided, that this Section 5.3 shall not prohibit TODCO from adopting the TODCO Rights Plan or taking any action otherwise prohibited hereby, so long as Transocean and the other members of the Transocean Group and any Transocean Transferee are, either expressly or as part of a class of stockholders which includes Transocean and the other members of the Transocean Group, together with the Transocean Transferees, exempted from such action or the limitations on legal rights imposed thereby.

CHARTER/BYLAW AMENDMENTS. So long as Transocean REI owns shares representing at least 1530% of the voting power of all of the outstanding shares of TODCO Voting Resources Common Stock, TODCO Resources will not, without the prior consent of TransoceanREI, adopt any amendments to its Amended and Restated Certificate of Incorporation or Bylaws or take or recommend to its stockholders any action during the term terms of this Agreement which would (i) impose limitations on the legal rights of Transocean REI or any other member of the Transocean REI Group or any transferee of any securities of TODCO from Transocean or a member of the Transocean Group (a "Transocean Transferee") as a stockholder of TODCO Resources other than those imposed pursuant to the express terms of this Agreement or the forms form of TODCO's Amended and Resources' Restated Certificate of Incorporation and Bylaws attached hereto set forth as Schedules Schedule 5.1(a) and 5.1(b), respectivelyhereto, including, without limitation, any action which would impose restrictions (A) based upon the size of security holding, the business in which a security holder is engaged or other considerations applicable to Transocean REI or any other member of the Transocean REI Group or a Transocean Transferee and not to security holders generally, or (B) by means of the issuance of or proposal to issue any other class of securities having voting power disproportionately greater than the equity investment in TODCO Resources represented by such securities or (C) involving impairment of rights granted to any member of the Transocean Group, securities; (ii) involve the issuance or corporate action providing for the issuance of any warrant, right, right capital stock or other security (A) which is, or under specified circumstances will become, convertible into or represent the right to acquire any securities of Transocean REI or any other member of the Transocean REI Group or a Transocean Transferee or (B) which is dependent upon the amount of voting securities owned by Transocean REI or any other member of the Transocean Group or a Transocean TransfereeREI Group, (iii) deny any benefit to Transocean REI or any other member of the Transocean REI Group or a Transocean Transferee proportionately as holders of any class of voting securities generally, ; or (iv) alter voting or other rights of the holders of any class of voting securities so that any such rights (or the vote required with respect to any matter) are determined with reference to the amount of voting securities held by Transocean REI or any other member of the Transocean Group or a Transocean TransfereeREI Group; provided, that this Section 5.3 shall not prohibit TODCO Resources from adopting the TODCO Resources Rights Plan or taking any action otherwise prohibited hereby, so long as Transocean REI and the other members of the Transocean REI Group and any Transocean Transferee are, either expressly or as part of a class of stockholders which includes Transocean REI and the other members of the Transocean REI Group, together with the Transocean Transferees, exempted from such action or the limitations on legal rights imposed thereby.

CHARTER/BYLAW AMENDMENTS. So long as Transocean DuPont owns shares representing at least 1530% of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO Conoco will not, without the prior consent of TransoceanDuPont, adopt any amendments to its Amended and Restated Certificate of Incorporation or Bylaws or take or recommend to its stockholders any action during the term of this Agreement which would (i) impose limitations on the legal rights of Transocean DuPont or any other member of the Transocean Group or any transferee of any securities of TODCO from Transocean or a member of the Transocean Group (a "Transocean Transferee") Retained Subsidiaries as a stockholder of TODCO Conoco stockholders other than those imposed pursuant to the express terms of this Agreement or the forms form of TODCOConoco's Amended and Restated Certificate of Incorporation and Bylaws attached hereto set forth as Schedules 5.1(a) and 5.1(b), respectivelyExhibit A hereto, including, without limitation, any action which would impose restrictions (A) based upon the size of security holding, the business in which a security holder is engaged or other considerations applicable to Transocean DuPont or any other member of the Transocean Group or a Transocean Transferee Retained Subsidiaries and not to security holders generally, or (B) with reference 40 47 to Class B Common Stock (or if no Shares of Class B Common Stock are then outstanding, to Class A Common Stock) generally, by means of the issuance of or proposal to issue any other class of securities having voting power disproportionately greater than the equity investment in TODCO the Company represented by such securities or (C) involving impairment of rights granted to any member of the Transocean Group, securities; (ii) involve the issuance or corporate action providing for the issuance of any warrant, right, capital stock or other security (A) which is, or under specified circumstances will become, convertible into or represent the right to acquire any securities of Transocean DuPont or any other member of the Transocean Group Retained Subsidiaries (other than pursuant to customary provisions for adjusting the securities for which any such warrant is exercisable or a Transocean Transferee into which any such stock or security is convertible) or (B) any other rights which is (including rights of redemption) are dependent upon the amount of voting securities owned by Transocean DuPont or any other member of the Transocean Group or a Transocean Transferee, Retained Subsidiaries; (iii) deny any benefit to Transocean DuPont or any other member of the Transocean Group or a Transocean Transferee Retained Subsidiaries proportionately as holders of any class of voting securities that is made available to other holders of the same class of voting securities generally, ; or (iv) alter voting or other rights of the holders of any class of voting securities so that any such rights (or the vote required with respect to any matter) are determined with reference to the amount of voting securities held by Transocean DuPont or any other member of the Transocean Group or a Transocean TransfereeRetained Subsidiaries; provided, that this Section 5.3 5.2 shall not prohibit TODCO Conoco from adopting the TODCO Conoco Rights Plan or taking any action otherwise prohibited hereby, so long as Transocean DuPont and the other members of the Transocean Group and any Transocean Transferee Retained Subsidiaries are, either expressly or as part of a class of stockholders which includes Transocean DuPont and the other members of the Transocean Group, together with the Transocean TransfereesRetained Subsidiaries, exempted from such action or the limitations on legal rights imposed thereby.

CHARTER/BYLAW AMENDMENTS. So long as Transocean the Schlumberger Group owns shares representing at least 15[ ]% of the voting power of all of the outstanding shares of TODCO Voting StockCommon Stock of NPT, TODCO NPT will not, without the prior consent of TransoceanSchlumberger, adopt any amendments to its Amended and Restated Certificate certificate of Incorporation incorporation or Bylaws bylaws or take or recommend to its stockholders any action during the term of this Agreement which that would (i) impose limitations on the legal rights of Transocean or any other member of the Transocean Schlumberger Group or any transferee of any securities of TODCO from Transocean or a member of the Transocean Group (a "Transocean Transferee") as a stockholder of TODCO NPT stockholders other than those imposed pursuant to the express terms of this Agreement or the forms of TODCO's Amended and Restated Certificate of Incorporation and Bylaws attached hereto as Schedules 5.1(a) and 5.1(b), respectivelyAgreement, including, without limitation, any action which would impose restrictions (A) based upon the size of security holding, the business in which a security holder is engaged or other considerations applicable to Transocean or any other member of the Transocean Schlumberger Group or a Transocean Transferee and not to security holders generally, or (B) with reference to the Common Stock generally, by means of the issuance of or proposal to issue any other class of securities having voting power disproportionately greater than the equity investment in TODCO NPT represented by such securities or (C) involving impairment of rights granted to any member of the Transocean Group, securities; (ii) involve the issuance or corporate action providing for the issuance of any warrant, rightcapital stock, capital stock rights or other security that has rights (Aincluding rights of redemption) which is, or under specified circumstances will become, convertible into or represent the right to acquire any securities of Transocean or any other member of the Transocean Group or a Transocean Transferee or (B) which is that are dependent upon the amount of voting securities owned by Transocean or any other member of the Transocean Group or a Transocean Transferee, Schlumberger Group; (iii) deny any benefit to Transocean or any other member of the Transocean Schlumberger Group or a Transocean Transferee proportionately as holders of any class of voting securities that is made available to other holders of the same class of voting securities generally, ; or (iv) alter voting or other rights of the holders of any class of voting securities so that any such rights (or the vote required with respect to any matter) are determined with reference to the amount of voting securities held by Transocean or any other member of the Transocean Group or a Transocean TransfereeSchlumberger Group; provided, that this Section 5.3 5.14 shall not prohibit TODCO NPT from adopting the TODCO Rights Plan a customary shareholder rights plan, reasonably satisfactory to Schlumberger, or taking any action otherwise prohibited hereby, so long as Transocean and the other members of the Transocean Schlumberger Group and any Transocean Transferee are, is either expressly or as part of a class of stockholders which includes Transocean and the other members of the Transocean Group, together with the Transocean Transferees, Schlumberger Group exempted from such action or the limitations on legal rights imposed therebythereby with respect to the number of shares of Common Stock owned by them at the time such plan is adopted.