Common use of Schemes of arrangement Clause in Contracts

Schemes of arrangement. (a) As soon as practicable after the date hereof and in accordance with this Agreement, Transocean will (i) issue a petition seeking the sanction of the Reclassification and cause application to be made to the Grand Court of the Cayman Islands (the “Court”) requesting the Court to summon such meetings of the holders of the ordinary shares of Transocean as the Court may direct, (ii) convene such meetings to obtain the approvals required under Section 86(2) of the Companies Law and, subject to such approvals being obtained, (iii) following the obtaining of the approval required under Section 86(2) of the Companies Law, issue a summons before the Court seeking the sanction of the Reclassification pursuant to Section 86 of the Companies Law and file such other documents as are required to be duly filed with the Court to effect the Reclassification. Transocean shall undertake to the Court that it shall issue and pay, subject to the provisions of this Agreement, at the Initial Effective Time, the Transocean Reclassification Consideration and, at the Effective Time, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, Transocean shall cause the order of the Court sanctioning the Reclassification pursuant to Section 86 of the Companies Law and making such facilitating order as is appropriate pursuant to Section 87(2) of the Companies Law (the “Transocean Court Order”) to be filed with the Registrar of Companies of the Cayman Islands. The Reclassification shall become effective at the time of filing of the Transocean Court Order (the “Initial Effective Time”). (b) As soon as practicable after the date hereof and in accordance with this Agreement, GlobalSantaFe will (i) issue a petition seeking the sanction of the Merger and cause an application to be made to the Court requesting the Court to summon such meetings of the holders of the ordinary shares of GlobalSantaFe as the Court may direct, (ii) convene such meetings to obtain the approval required under Section 86(2) of the Companies Law and, subject to such approval being obtained, (iii) following the obtaining of the approval required under Section 86(2) of the Companies Law, seeking the sanction of the Merger pursuant to Section 86 of the Companies Law on the hearing of the petition and file such other documents as are required to be duly filed with the Court to effect the Merger. As soon as practicable after the date of this Agreement and in accordance with this Agreement, Merger Sub will take, and Transocean will cause Merger Sub to take, any and all actions necessary to effect the Merger. Transocean shall undertake to the Court that, at the Effective Time, it shall issue and pay, subject to the provisions of this Agreement, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, GlobalSantaFe and Merger Sub shall cause the orders of the Court sanctioning the Merger pursuant to Section 86 of the Companies Law and making such facilitating orders as are appropriate pursuant to Section 87(2) of the Companies Law (the “GlobalSantaFe Court Orders”) to be filed with the Registrar of Companies of the Cayman Islands. The Merger shall become effective at the later of the time of the filing of the ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Orders and one minute following the Initial Effective Time (the “Effective Time”).

Schemes of arrangement. The Grantor will procure that, while any Warrant remains exercisable, in whole or in part, there shall be no compromise or scheme of arrangement (awithin the meaning of Section 425 of the Companies Act) As soon as practicable after affecting the date hereof and in accordance with this Agreement, Transocean will D Preference Share capital of the Grantor unless either (i) issue a petition seeking the sanction Holders shall be granted substitute Warrants pursuant to clause 10.1(a) or (ii) the Holders shall be treated as members of the Reclassification Grantor to the extent of the maximum number of D Preference Shares for which they shall be entitled to subscribe pursuant to the exercise of Warrants and cause application shall be a party to such scheme. The decision as to which of the above alternatives will apply shall be that of the Grantor. If, while any Warrant remains exercisable, in whole or in part, an offer is made or proposed to be made to the Grand Court shareholders of the Cayman Islands (Grantor to acquire the “Court”) requesting the Court to summon such meetings whole or any part of the holders issued share capital of the ordinary Grantor and the Grantor becomes aware that, as a result of such offer, the right to cast a majority of the votes which may ordinarily be cast at a General Meeting of the Grantor may become vested in the offeror the Grantor shall give notice thereof to the Holders as soon as practicable and in any event within four Business Days of its becoming so aware. For the avoidance of doubt, the publication of a scheme of arrangement under the Companies Act providing for the acquisition by any Person of the whole or any part of the share capital of the Grantor and an agreement for the purchase of shares by private treaty shall be deemed to be the making of Transocean as an offer for these purposes. The Grantor shall in any such case procure either (i) that the Court may direct, Holders shall be granted substitute Warrants pursuant to clause 10.1(a) or (ii) convene that the benefit of such meetings an offer is extended to obtain the approvals required under Section 86(2) each of the Companies Law and, Holders in respect of such number of D Preference Shares as such Holder may specify (up to its maximum entitlement to subscribe pursuant to the exercise of its Warrant) subject only to such approvals being obtained, (iii) following the obtaining payment of the approval required under Section 86(2) Warrant Exercise Price. The decision as to which of the Companies Law, issue a summons before the Court seeking the sanction above alternatives will apply shall be that of the Reclassification pursuant to Section 86 of the Companies Law and file such other documents as are required to be duly filed with the Court to effect the ReclassificationGrantor. Transocean shall undertake to the Court that it shall issue and payCAPITALISATION AND BONUS RIGHTS If, subject to the provisions of this Agreementwhile any Warrant remains exercisable, at the Initial Effective Timein whole or in part, the Transocean Reclassification Consideration and, Grantor at the Effective Time, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, Transocean any time shall cause the order of the Court sanctioning the Reclassification pursuant to Section 86 of the Companies Law and making such facilitating order as is appropriate pursuant to Section 87(2) of the Companies Law (the “Transocean Court Order”) to be filed with the Registrar of Companies of the Cayman Islands. The Reclassification shall become effective at the time of filing of the Transocean Court Order (the “Initial Effective Time”). (b) As soon as practicable after the date hereof and in accordance with this Agreement, GlobalSantaFe will (i) issue a petition seeking the sanction of the Merger capitalise any profits or reserves (including share premium account and cause an application to be made to the Court requesting the Court to summon such meetings of the holders of the ordinary shares of GlobalSantaFe as the Court may direct, capital redemption reserve) or (ii) convene make any issue of shares to its D Preference Shareholders by way of rights or bonus, then the number of D Preference Shares referred to in clause 2.1 shall be increased by a number of additional D Preference Shares, such meetings number to obtain be calculated by dividing the approval required aggregate number of shares which would be issued to the Holders under Section 86(2(i) or (ii) of this sub-clause (h) if the Companies Law and, subject Holders had exercised their right to such approval being obtained, (iii) following subscribe for the obtaining maximum number of the approval required under Section 86(2) of the Companies Law, seeking the sanction of the Merger pursuant to Section 86 of the Companies Law D Preference Shares on the hearing of Record Date ("the petition and file such other documents Bonus Shares") by the amount credited as are required to be duly filed with the Court to effect the Merger. As soon as practicable after the date of this Agreement and in accordance with this Agreement, Merger Sub will take, and Transocean will cause Merger Sub to take, any and all actions necessary to effect the Merger. Transocean shall undertake to the Court that, at the Effective Time, it shall issue and pay, subject to the provisions of this Agreement, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, GlobalSantaFe and Merger Sub shall cause the orders of the Court sanctioning the Merger pursuant to Section 86 of the Companies Law and making such facilitating orders as are appropriate pursuant to Section 87(2) of the Companies Law (the “GlobalSantaFe Court Orders”) to be filed with the Registrar of Companies of the Cayman Islands. The Merger shall become effective at the later of the time of the filing of the ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Orders and one minute following the Initial Effective Time (the “Effective Time”)fully paid up on each Bonus Share.

Schemes of arrangement. (a) As soon as practicable after the date hereof and in accordance with this Agreement, Transocean will (i) issue a petition seeking the sanction of the Reclassification and cause application to be made to the Grand Court of the Cayman Islands (the “Court”) requesting the Court to summon such meetings of the holders of the ordinary shares of Transocean as the Court may direct, (ii) convene such meetings to obtain the approvals required under Section 86(2) of the Companies Law and, subject to such approvals being obtained, (iii) following the obtaining of the approval required under Section 86(2) of the Companies Law, issue a summons before the Court seeking the sanction of the Reclassification pursuant to Section 86 of the Companies Law and file such other documents as are required to be duly filed with the Court to effect the Reclassification. Transocean shall undertake to the Court that it shall issue and pay, subject to the provisions of this Agreement, at the Initial Effective Time, the Transocean Reclassification Consideration and, at the Effective Time, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, Transocean shall cause the order of the Court sanctioning the Reclassification pursuant to Section 86 of the Companies Law and making such facilitating order as is appropriate pursuant to Section 87(2) of the Companies Law (the “Transocean Court Order”) to be filed with the Registrar of Companies of the Cayman Islands. The Reclassification shall become effective at the time of filing of the Transocean Court Order (the “Initial Effective Time”). (b) As soon as practicable after the date hereof and in accordance with this Agreement, GlobalSantaFe will (i) issue a petition seeking the sanction of the Merger and cause an application to be made to the Court requesting the Court to summon such meetings of the holders of the ordinary shares of GlobalSantaFe as the Court may direct, (ii) convene such meetings to obtain the approval required under Section 86(2) of the Companies Law and, subject to such approval being obtained, (iii) following the obtaining of the approval required under Section 86(2) of the Companies Law, seeking the sanction of the Merger pursuant to Section 86 of the Companies Law on the hearing of the petition and file such other documents as are required to be duly filed with the Court to effect the Merger. As soon as practicable after the date of this Agreement and in accordance with this Agreement, Merger Sub will take, and Transocean will cause Merger Sub to take, any and all actions necessary to effect the Merger. Transocean shall undertake to the Court that, at the Effective Time, it shall issue and pay, subject to the provisions of this Agreement, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, GlobalSantaFe and Merger Sub shall cause the orders of the Court sanctioning the Merger pursuant to Section 86 of the Companies Law and making such facilitating orders as are appropriate pursuant to Section 87(2) of the Companies Law (the “GlobalSantaFe Court Orders”) to be filed with the Registrar of Companies of the Cayman Islands. The Merger shall become effective at the later of the time of the filing of the ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ GlobalSantaFe Court Orders and one minute following the Initial Effective Time (the “Effective Time”).