Common use of Conditions to Each Party’s Obligation to Effect the Transaction Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each Party to effect the Transaction shall be subject to the fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in Jersey. (c) The New Buyer Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (d) No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits, prevents, restrains or renders illegal the consummation of the Transaction; provided, that with respect to any such order, injunction, decree or other legal restraint that relates to Antitrust Laws or Foreign Investment Laws, such order, injunction, decree or other legal restraint shall have been entered or adopted by a jurisdiction where the consent of or filing with a Governmental Entity of such jurisdiction is required in order to satisfy the condition set forth in Section 6.1(f). (e) All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated. (f) All consents of the Governmental Entities set forth in Section 6.1(f) of the Buyer Disclosure Schedule shall have been obtained and any applicable waiting periods with respect thereto shall have expired or been terminated, as the case may be.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each Party to effect the Transaction shall be subject to the fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The Company Rowan Shareholder Approval shall have been obtained. (b) The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non de minimis such modification being acceptable to both Parties acting reasonably and in good faithParties) and a copy of the Court Order shall have been delivered to the Registrar of Companies in JerseyEngland and Wales. (c) The resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions shall have been passed. (d) The New Buyer Ensco Shares (or, if the Consolidation is effected, the Consolidated Ensco Shares to which those New Ensco Shares correspond) shall have been approved for listing on the NYSE, subject to official notice of issuance. (de) No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits, prevents, restrains or renders illegal the consummation of the Transaction; provided, that with respect to any such order, injunction, decree or other legal restraint that relates to Antitrust Laws or Foreign Investment Laws, such order, injunction, decree or other legal restraint . No Governmental Entity shall have been entered commenced and not withdrawn any proceeding seeking to enjoin, restrain or adopted otherwise prohibit the consummation of the Transaction or any of the transactions contemplated by a jurisdiction where the consent of or filing with a Governmental Entity of such jurisdiction is required in order to satisfy the condition set forth in Section 6.1(f)this Agreement. (ef) All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated. (fg) All consents of of, or filings with, the Governmental Entities set forth in Section 6.1(f6.1(g) of the Buyer Ensco Disclosure Schedule shall have been obtained and any applicable waiting periods period with respect thereto shall have expired or been terminated, as the case may be. (h) The CFIUS Clearance shall have been obtained and shall be in full force and effect.