Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. Before, on, and after the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and On or after the Effective Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall consummate be authorized to enter into any transactions and take other actions consistent with the Restructuring Transactions Plan and may take all actions the Confirmation Order as may be necessary or appropriate to effect any transaction effectuate the transactions described in, approved by, contemplated by, or necessary to to, effectuate the Plan that are consistent with Restructuring Transactions. The applicable Debtors or the Reorganized Debtors will, subject to the consent (not to be unreasonably withheld, conditioned, or delayed) of Picea, take any actions as may be necessary or advisable to effect a corporate restructuring of the overall corporate structure of the Debtors, in the Restructuring Transactions Memorandum, or in the Definitive Documents, including the issuance of all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the terms and conditions of the Plan, includingone or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, the creation of new subsidiaries, or other corporate transactions. The actions to implement the Restructuring Transactions may include: (1) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, amalgamation, arrangement, continuance, restructuring, conversion, disposition, dissolution, transfer, formationliquidation, organizationspinoff, dissolutionsale, or liquidation purchase containing terms that are consistent with the terms of the Plan, Plan and that satisfy the Plan Supplement, applicable requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may agree; (3) the execution, delivery filing of the New Organizational Documents and filing, if applicable, of any appropriate certificates or articles of incorporation, reincorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law, including any applicable Governance Documents; (4) the issuance of the New Common Equity; (5) the execution and delivery of the Exit Facilities New Organizational Documents and entry into the Exit Facilities; any certificates or articles of incorporation, bylaws, or such other applicable formation documents (5if any) pursuant of each Reorganized Debtor (including all actions to the RO Documentsbe taken, the implementation of the Rights Offering, the distribution of the Rights undertakings to the RO Eligible Offereesbe made, and the issuance of the RO Term Loansobligations to be incurred and premiums, RO Backstop Term Loans, RO Common Shares, RO Backstop Sharesfees, and RO Premium Shares in connection therewithexpenses to be paid by the Debtors and/or the Reorganized Debtors, as applicable); (6) the issuance and distribution settlement, reconciliation, repayment, cancellation, discharge, and/or release, as applicable, of the New Equity Interests as set forth in Intercompany Claims consistent with the Plan; (7) the reservation implementation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate any transaction contemplated by the Restructuring TransactionsTransactions Memorandum, including any transactions set forth in the Description of Restructuring Stepsas applicable; and (10) 8) all other actions that the applicable Entities Debtors or the Reorganized Debtors determine to be necessary or appropriate, including making filings or recordings that may be required by applicable lawlaw in connection with the Plan. The Confirmation Order shall shall, and shall be deemed to, pursuant to both section sections 363 and 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. BeforeOn or before the Effective Date or as soon as reasonably practicable thereafter, onthe Plan Administrator, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date ▇▇▇▇▇ City Debtors, the Non-Debtor Subsidiaries, the Purchaser Parties, and after the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and EIX may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent Restructuring Transactions under and in connection with and pursuant to the terms and conditions of the Plan, the Purchase Agreement, and the EIX Settlement Agreement, including, without limitation: (1) the execution and delivery of any all appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3) the executionrejection or assumption, delivery and filing, if as applicable, of Executory Contracts and Unexpired Leases; (4) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation consummation of the Rights Offering, transactions contemplated by the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewithPurchase Agreement; (6) the issuance and distribution of the New Equity Interests as set forth in and the Planexecution of all documents related thereto; (7) the reservation consummation of the Management Incentive Plan PoolPost-Effective-Date Reorganization Trust Matters; (8) the issuance and distribution MWG’s assumption of the DIP Commitment SharesPoJo Leases and Documents, subject to the PoJo Lease Modifications; (9) such other transactions that are required to effectuate the payment by the Reorganization Trust of the Agreed PoJo Cure Amount and PoJo Restructuring Transactions, including any Fees; and (10) the consummation of the transactions set forth in the Description of Restructuring Steps; and (10) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable lawEIX Settlement Agreement. The Confirmation Order Debtors shall consult with the Committee and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among Supporting Noteholders regarding any material Restructuring Transaction other things, all actions as may be necessary than those specifically described or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate provided for in the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On or before the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and may are authorized in all respects to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the this Plan that are consistent with and pursuant to the terms and conditions of the this Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the this Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the this Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state lawLaw, including any applicable Corporate Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests Series A Units, Series A-1 Units, Series B Units, and Class C Units, as set forth in the this Plan; (75) the reservation adoption of the Management Incentive Plan PoolPlan; (8) the issuance and distribution of the DIP Commitment Shares; (96) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring StepsTransactions Memorandum; and (107) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable lawLaw in connection with this Plan. The Confirmation Order shall shall, and shall be deemed to, pursuant to both section sections 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the this Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. BeforeWithout limiting any rights and remedies of the Debtors or the Reorganized Debtors under this Plan or applicable law, onbut in all cases subject to the terms and conditions of the Definitive Documents and any consents or approvals required thereunder, the entry of the Combined Order shall constitute authorization for the Reorganized Debtors to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of this Plan prior to, on and after the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and may take all including such actions as may be necessary or appropriate to effect any transaction described ineffectuate a corporate restructuring of their respective businesses, approved by, contemplated by, or necessary to effectuate otherwise simplify the Plan that are consistent with and pursuant to the terms and conditions overall corporate structure of the Plan, including: Reorganized Debtors. Such restructuring may include (1i) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolutionliquidation, or liquidation dissolution containing terms that are consistent with the terms of this Plan and that satisfy the Plan, applicable requirements of applicable law and such other terms to which the Plan Supplement, and the RSAapplicable entities may agree; (2ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debtduty, or obligation on terms consistent with the terms of the Plan, the this Plan Supplement, and the RSA and having such other terms to which the applicable Entities entities may agree; (3iii) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable the execution and delivery of the New Corporate Governance Documents; (4iv) the execution and delivery of the Amended and Restated Credit Documents and entry into the Amended and Restated Credit Facility; (v) the execution and delivery of the Exit Facilities Facility Documents and entry into the Exit FacilitiesFacility; (5vi) pursuant to the RO Equity Rights Offering Documents, the implementation and consummation of the Equity Rights Offering, the distribution issuance of the Rights rights to subscribe for New Common Interests pursuant to the RO Eligible OffereesEquity Rights Offering Procedures to the Holders of Unsecured Notes Claims, and the issuance and distribution of the RO Term Loans, RO Backstop Term Loans, RO New Common Shares, RO Backstop Shares, and RO Premium Shares Interests in connection therewith; (6vii) the issuance and distribution of the New Equity Common Interests as set forth in the this Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10viii) all other actions that the applicable Entities entities determine to be necessary or appropriate, in form and substance acceptable to the Required Consenting Creditors, including making filings or recordings that may be required by applicable lawlaw in connection with such transactions, but in all cases subject to the terms and conditions of this Plan and the Definitive Documents and any consents or approvals required. The Confirmation Combined Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the this Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, On and after the Effective Confirmation Date, the Debtors or Debtors, the Reorganized Debtors, or New Valaris Holdco (or any of its subsidiaries), as applicable, shall consummate take any and all actions set forth in the Restructuring Transactions Memorandum and may take any and all actions as may be necessary necessary, appropriate, or appropriate desirable to effect effectuate a corporate restructuring of the Debtors or any other transaction described in, approved by, contemplated by, related to, or necessary to effectuate the Plan that are consistent not inconsistent with and pursuant to the terms and conditions of Plan or the PlanAmended Restructuring Support Agreement, includingwhich transactions may include, as applicable: (1a) the execution and delivery of appropriate agreements, including any appropriate agreements Definitive Documents, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, issuance, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSAAmended Restructuring Support Agreement and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA Amended Restructuring Support Agreement and having other terms to for which the applicable Entities may parties agree; (3c) any transactions pursuant to the UK Implementation Agreement; (d) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or dissolution other organizational documents pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10e) all other actions that the applicable Entities Reorganized Debtors or New Valaris Holdco (or its subsidiaries) (as relevant) determine to be necessary or appropriateadvisable, including making filings or recordings that may be required by applicable lawlaw in connection with the Plan. The Confirmation Order shall and shall be deemed to, pursuant to both section sections 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of , including the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan SupplementTransactions.

Restructuring Transactions. Before, on, and after On or before the Effective DateDate or as soon as reasonably practicable thereafter and with the consent of the Requisite Majority Consenting Noteholders, the Debtors or the Reorganized Debtors, Debtors (as applicable) are authorized, shall consummate without further order of the Restructuring Transactions and may Bankruptcy Court, to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, by or necessary to effectuate the Plan that are consistent Restructuring Transactions under and in connection with and pursuant to the terms and conditions of the this Plan, including, without limitation: (1a) the execution and delivery of any all appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, dissolution or liquidation containing terms that are consistent with the terms of the this Plan, and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, debt or obligation on terms consistent with the terms of the Plan, the this Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3c) the executionrejection or assumption, delivery and filing, if as applicable, of Executory Contracts and Unexpired Leases; (d) selection of the board of directors (or equivalent) of the Reorganized Debtors; (e) the filing and/or execution of appropriate limited liability company agreements, certificates or articles of incorporation, formationincorporation or organization, reincorporation, merger, consolidation, conversion, conversion or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4f) the execution and delivery consummation of the Exit Facilities Documents transactions contemplated by any post-effective date financing and entry into the Exit Facilitiesexecution thereof; (5g) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO New Common Shares, RO Backstop SharesStock and the New Warrants, and RO Premium Shares in connection therewith; (6) the issuance and distribution execution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Stepsall documents related thereto; and (10h) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On the Effective DateDate or as soon as reasonably practicable thereafter, the Reorganized Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Reorganization Transactions and may take all actions reasonably acceptable to the Consenting Stakeholders as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the PlanRestructuring Transactions, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the PlanPlan and the Restructuring Support Agreement, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree, including, but not limited to the documents comprising the Plan Supplement, Supplement and the RSANew Organizational Documents; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA Restructuring Support Agreement and having other terms to for which the applicable Entities may agree; (3) the execution, delivery and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable Governance New Organizational Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (105) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On the Effective Date, the Debtors Debtors, with the consent of the Majority Consenting Lenders, or the Reorganized Debtors, as applicable, shall consummate may enter into the Restructuring Transactions following transactions and may take all any actions as may be necessary or appropriate to effect any transaction described ina corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Reorganized Debtors, approved byas and to the extent provided therein. The Restructuring Transactions may include one or more intercompany mergers, contemplated byconsolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, or necessary to effectuate other corporate transactions as may be determined by the Plan that are consistent Debtors, with and pursuant to the terms and conditions consent of the PlanMajority Consenting Lenders, includingor the Reorganized Debtors, as applicable, to be necessary or appropriate. The actions to effect the Restructuring Transactions may include: (1a) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3c) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10d) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of law in connection with the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan SupplementTransactions.

Restructuring Transactions. Before, on, and after On or before the Effective Date, the applicable Debtors or the Reorganized Debtors, as applicable, Debtors shall consummate the Restructuring Transactions enter into and may shall take all any actions as may be necessary or appropriate to effect any transaction described inthe Restructuring Transactions, approved by, contemplated by, as set forth in the Restructuring Transactions Memorandum or necessary to effectuate the Plan that are consistent with and pursuant as otherwise reasonably acceptable to the terms and conditions of the PlanRequired Consenting Stakeholders, includingwhich may include: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, the Restructuring Support Agreement, and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree, including the documents constituting the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA Restructuring Support Agreement, and having other terms to for which the applicable Entities may agree; (3) the execution, delivery delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities New Organizational Documents (including the New Stockholders Agreement); and entry into the Exit Facilitiesissuance, distribution, reservation, or dilution, as applicable, of the New Common Stock, as set forth herein; (5) pursuant to the RO Documents, the implementation execution and delivery of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, New RCF Documents and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewithTakeback Exit Documents; (6) the execution and delivery of the New Warrant Agreement, including the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring StepsWarrants; and (107) all other actions that the applicable Entities determine determine, with the consent of the Required Consenting Stakeholders (which consent shall not be unreasonably withheld), to be necessary or appropriatenecessary, including making filings or recordings that may be required by applicable lawlaw in connection with the Plan. The Confirmation Order shall shall, and shall be deemed to, pursuant to both section sections 363 and 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of , including the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan SupplementTransactions.

Restructuring Transactions. Before, on, On and after the Effective Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall consummate take all actions set forth in the Restructuring Transactions Steps Memorandum and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan, includingwhich transactions may include, as applicable: (1a) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may parties agree; (3c) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, reincorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state law, including any applicable Governance Documents; (4d) the consummation of the New Common Equity Raise, (e) the execution and delivery of the Exit Facilities Documents New Shareholders Agreement and entry into the Exit FacilitiesNew Quorum Constituent Documents, and any certificates or articles of incorporation, bylaws, or such other applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as applicable); and the issuance, distribution, reservation, or dilution, as applicable, of the New Common Stock, as set forth herein; (5f) pursuant to the RO Documents, the implementation execution and delivery of the Rights Offering, QHC Litigation Trust Agreement and the distribution creation of the Rights to QHC Litigation Trust; (g) the RO Eligible Offerees, adoption of the MIP and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution reservation of the New Equity Interests as set forth Common Stock to the participants in the PlanMIP on the terms and conditions set by the Reorganized Quorum Board after the Effective Date; (7h) the reservation sale or other disposition of Galesburg by Quorum or Reorganized Quorum, as applicable, including, without limitation, by abandonment of Galesburg pursuant to section 554 of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring StepsBankruptcy Code; and (10i) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of law in connection with the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan SupplementTransactions.

Restructuring Transactions. Before, on, and after On the Effective Date, contemporaneously with the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions cancellation and may take discharge of all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and Claims pursuant to the terms Plan and conditions the issuance of the New Common Stock, the Reorganized Debtors may effect corporate restructurings of their respective businesses, including actions to simplify, reorganize and rationalize the overall reorganized organizational structure of the Reorganized Debtors (together, the “Restructuring Transactions”). The Restructuring Transactions may include (i) dissolving companies or creating new companies, (ii) merging, dissolving, transferring assets or otherwise consolidating any of the Debtors in furtherance of the Plan, including: or engaging in any other transaction in furtherance of the Plan, (1iii) the execution executing and delivery of any delivering appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, liquidation, domestication, continuation or liquidation reorganization containing terms that are consistent with the terms of the Plan, Plan and that satisfy the Plan Supplement, and the RSArequirements of applicable law; (2iv) the execution executing and delivery of delivering appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, debt or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3v) the execution, delivery and filing, if applicable, of filing appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, consolidation or dissolution or other filings or recordings pursuant to applicable state law; and (vi) taking any other action in connection with such organizational restructurings. In each case in which the surviving, including resulting or acquiring Entity in any applicable Governance Documents; (4) of these transactions is a successor to a Reorganized Debtor, such surviving, resulting or acquiring Entity will perform the execution and delivery obligations of the Exit Facilities Documents and entry into the Exit Facilities; (5) applicable Reorganized Debtor pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible OffereesPlan, and paying or otherwise satisfying the issuance applicable Allowed Claims. Implementation of the RO Term Loansany Restructuring Transactions shall not affect any performance obligations, RO Backstop Term Loansdistributions, RO Common Sharesdischarges, RO Backstop Sharesexculpations, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as releases or injunctions set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall consummate will effectuate the Restructuring Transactions Transactions, and may will take all any actions as may be necessary or appropriate advisable to effect any transaction described ina corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of extent provided herein or in the Plan, includingTransaction Agreements. The actions to implement the Restructuring Transactions may include: (1a) the execution and delivery of any appropriate agreements agreements, including Transaction Agreements, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, Plan and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3c) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or dissolution other organizational documents pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10d) all other actions that the applicable Entities determine to be necessary or appropriateadvisable, including making filings or recordings that may be required by applicable lawlaw in connection with the Plan, in each case with the consent of (such consent not to be unreasonably withheld), and in form and substance reasonably acceptable to, the Plan Sponsor if related to or affecting any EFH Debtor or EFIH Debtor, any Reorganized EFH Debtor, any EFIH Debtor, any Reorganized EFIH Debtor, the Plan Sponsor, or any pre-Merger Affiliate of the Plan Sponsor. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of , including the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan SupplementTransactions.