Transocean Ltd Clause Samples

Transocean Ltd s general meeting of shareholders shall have approved the (i) issuance of the Consideration Shares, (ii) the creation of authorized share capital for the board of directors of Transocean Ltd. to be authorized to issue registered shares of

Transocean Ltd shall prepare and file a preliminary and definitive proxy statement with the SEC (the “Proxy Statement”) in advance of, and publish the Swiss law invitation to, the Transocean Ltd. Meeting at which the shareholders of Transocean Ltd. shall vote on (i) the issuance of the Consideration Shares in an ordinary share capital increase for purpose of acquiring the Songa Shares and (ii) the creation of additional authorized share capital of Transocean Ltd. pursuant to which Transocean Ltd.’s board of directors is authorized to issue new registered shares of Transocean Ltd., at par value CHF 0.10 each, in connection with a mandatory offer or compulsory acquisition (if any) following the completion of the Offer, in each case with the necessary majority under Swiss law and Transocean Ltd.’s Articles of Association, (iii) the election of the Perestroika Designee to serve as directors on the Transocean Ltd. board of directors, and (iv) the issuance of the Consideration Shares and the Consideration CBs in connection with the Offer, Bond Offer and the Loan Exchange pursuant to the rules of the NYSE (the “Proxy Proposals”). Such approvals of the Proxy Proposals by Transocean Ltd. shareholders are referred to in this Agreement as the “Transocean Ltd. Shareholder Approvals.” Transocean Ltd. shall use commercially reasonable efforts to ensure that such Proxy Statement and other filings required to obtain the Transocean Ltd. Shareholder Approvals are prepared and filed. Subject to the other provisions of this Agreement, Offeror shall (a) take all action reasonably necessary in accordance with applicable law and its applicable organizational documents to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC, for the purpose of obtaining the Transocean Ltd. Shareholder Approvals at the Transocean Ltd. Meeting, and (b) use commercially reasonable efforts to solicit and obtain the Transocean Ltd. Shareholder Approvals as promptly as reasonably practicable. Transocean Ltd. shall, through Transocean Ltd.’s board of directors, recommend that Transocean Ltd.’s shareholders approve the Transocean Ltd. Shareholder Approvals (the “Transocean Board Recommendation”) and include such Transocean Board Recommendation in the Proxy Statement. The Transocean Board Recommendation shall not be withdrawn or modified by Transocean Ltd.’s board of directors unless this Agreement is terminated by...

Transocean Ltd s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Date: March 31, 2015 ▇▇▇ ▇▇▇▇▇▇▇▇ Interim Chief Executive Officer /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: March 31, 2015 ▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President and General Counsel TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC. /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: March 31, 2015 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President, Human Resources ACCEPTANCE OF AGREEMENT BY EMPLOYEE I hereby accept this Agreement and agree to be bound by the terms and conditions stated in it. Accepted this 31 day of March, 2015. ▇▇▇▇▇▇ ▇▇▇▇▇▇

Transocean Ltd. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Transocean Ltd and Transocean acknowledge that the United States will file the attached four-count criminal Information (the “Information”) in the United States District Court for the Southern District of Texas charging Transocean with one count of conspiracy to commit offenses against the United States in violation of Title 18, United States Code, Section 371, that is, to violate the anti-bribery provisions of the Foreign Corrupt Practices Act (“FCPA”), as amended, Title 15, United States Code, Section 78dd-1, and the books and records provisions of the FCPA, Title 15, United States Code, Sections 78m (b)(2)(A), 78m(b)(5), and 78ff(a); one count of violating the anti-bribery provisions of the FCPA, as amended, Title 15 United State Code, Section 78dd-1; and two counts of violating the books and records provisions of the FCPA, Title 15, United States Code, Sections 78m (b)(2)(A), 78m(b)(5), and 78ff(a).

Transocean Ltd has been duly organized and is validly existing as a corporation, duly registered and validly existing under the laws of Switzerland and has all corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted. Transocean Inc. has been duly organized and is validly existing as a Cayman Islands Exempted Company, duly registered and validly existing under the laws of the Cayman Islands and has corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted.

Transocean Ltd as Guarantor ​ ​ ​ TRANSOCEAN PHOENIX 2 LIMITED, as Guarantor ​ TRITON CAPITAL II GMBH, as Guarantor ​ TRANSOCEAN PROTEUS LIMITED, as Guarantor ​ TRITON CAPITAL I GMBH, as Guarantor ​ TRANSOCEAN GUARDIAN LIMITED, as Guarantor ​ TRANSOCEAN ENABLER LIMITED, as Guarantor ​ TRANSOCEAN ENCOURAGE LIMITED, as Guarantor ​ TRANSOCEAN PONTUS LIMITED, as Guarantor ​ TRITON GEMINI GMBH, as Guarantor ​ ​ ​ ​

Transocean Ltd. 2015 Long-Term Incentive Plan (LTIP): You will be eligible to participate in the LTIP in accordance with its applicable terms and to the extent determined by the Committee, in its sole discretion.

Transocean Ltd. FOURTH SUPPLEMENTAL INDENTURE