Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. (a) As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07.

Restructuring Transactions. On or before the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will, among other things, establish New Seadrill, New NADL, New Sevan, RigCo, NSNCo, and each NSN HoldCo in order to effectuate the Restructuring Transactions and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided herein, the Description of Transaction Steps, or in the Definitive Documentation. The actions to implement the Restructuring Transactions may include: (a) As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A execution and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Planappropriate agreements, including conveyingany Definitive Documentation, transferringor other documents of merger, assigning and delivering any Transferred Asset amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons liquidation containing terms that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner are consistent with the Restructuring Plan (to terms of the extent set forth in the Restructuring Plan) (the Restructuring Plan and that satisfy the foregoing transactions collectivelyrequirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, together assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable law; and (d) all other actions set forth in Article 7 that the applicable Reorganized Debtors determine to be taken by Parent necessary or any of its Subsidiaries as of advisable, including making filings or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided recordings that Parent and its Affiliates shall not may be required by applicable law in connection with the Plan. The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction detailed on described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07Transactions.

Restructuring Transactions. (a) As promptly as reasonably practicable after Without limiting any rights and remedies of the date hereof Debtors or Reorganized Debtors under this Plan or applicable law, but in any event no later than 30 days after all cases subject to the date hereof, Parent shall designate one terms and conditions of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From Support Agreement and after the delivery Restructuring Documents and any consents or approvals required thereunder, the entry of the notice described in Confirmation Order shall constitute authorization for the preceding sentence, Parent shall use reasonable best efforts Reorganized Debtors to take, and shall or to cause its Affiliates to use be taken, all reasonable best efforts to take, any and all actions necessary or appropriate to effect consummate and implement the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring provisions of this Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries but not limited to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 the Reorganization Steps Overview, on and after the Confirmation Date, including such reasonable actions set forth in the Reorganization Steps Overview as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Debtors under the laws of jurisdictions other than the laws of which the applicable Debtors are presently formed or incorporated. Such restructuring may include one or more mergers, amalgamations, consolidations, restructures, dispositions, liquidations, dissolutions, or creations of one or more new Entities, as may be reasonably determined by the Debtors or Reorganized Debtors to be taken by Parent necessary or any appropriate (with the consent of its Subsidiaries as of or prior to the ClosingRequired Consenting Noteholders), and after taking into account any amendments, modifications or deviations set forth in the steps described in the next sentenceReorganization Steps Overview, but in all cases subject to the terms and conditions of this Plan, the Restructuring Documents, the Restructuring Support Agreement, and any consents or approvals required hereunder or thereunder (collectively, the “Restructuring Transactions”). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been authorized and approved by the Bankruptcy Court upon the entry of the Confirmation Order. The actions to effectuate the Restructuring Transactions may include: (i) as promptly as reasonably practicablethe execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of this Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable Entities may agree; provided (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (iii) the filing of appropriate certificates or articles of merger, amalgamation, consolidation, or dissolution pursuant to applicable state law; (iv) the creation of one or more new Entities; and (v) all other actions that Parent and its Affiliates shall not the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions, in each case in form and substance reasonably acceptable to effect any transaction detailed on the Restructuring Required Consenting Noteholders and to the extent necessary to implement this Plan that would result or as set forth in a violation of any Applicable Law. Furtherthe Reorganization Steps Overview, Parent and its Affiliates may amend, modify in all cases subject to the terms and deviate from any conditions of the Restructuring Transactions detailed in Support Agreement, this Plan and the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to Documents and any such amendment, modification consents or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be approvals required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07thereunder.

Restructuring Transactions. (a) As promptly Effective as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in Effective Date, or thereafter as necessary, the preceding sentence, Parent applicable Debtors and Reorganized ABH shall use reasonable best efforts to take, enter into one or more corporate reorganization and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the related transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) and take any actions as promptly as reasonably practicable; provided that Parent may be necessary or appropriate to simplify their corporate structure and its Affiliates shall not be required to effect any transaction detailed on a tax efficient corporate restructuring of their respective businesses, in each case upon consultation with the Creditors Committee. The Restructuring Transactions may include one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers (including transfers involving the issuance of New ABH Common Stock to subsidiaries of the Debtors or the Reorganized Debtors), liquidations or other transactions as may be determined by the Debtors or Reorganized ABH to be necessary or appropriate. The Debtors shall file Plan Supplement 12 setting forth the restructuring transactions that would result in a violation of any Applicable Lawwill occur. Further, Parent and its Affiliates may amend, modify and deviate from any The Debtors shall be permitted to implement certain of the Restructuring Transactions detailed after the Effective Date, as contemplated by Plan Supplement 12. Subject to the Restructuring Transactions, each of the Debtors shall continue to exist after the Effective Date as a separate entity, with all the powers of a corporation, limited liability company, or partnership, as the case may be, under applicable law in the Restructuring jurisdiction in which each applicable Debtor is incorporated or otherwise formed and pursuant to its certificate of incorporation and bylaws or other organizational documents in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws or other organizational documents are amended and restated or reorganized by the Plan so long or the CCAA Plan, as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect applicable, without prejudice to any right to terminate such amendmentexistence (whether by merger or otherwise) under applicable law after the Effective Date. Certain affiliates of the Debtors are not Debtors in these Chapter 11 Cases. The continued existence, modification or deviation (operation, and ownership of such consent not to be unreasonably withheldnon-Debtor affiliates is a component of the Debtors’ businesses, conditioned or delayed) and which consent shall be required for any such amendmentand, modification or deviation notwithstanding anything as set forth in Article 8.1 of the Plan, but subject to the contrary contained in this Agreement. For clarityRestructuring Transactions, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 all of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed Debtors’ equity interests and other property interests in such non-Debtor affiliates shall revest in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07applicable Reorganized Debtor or its successor on the Effective Date.