Common use of Transfer of Scheme Shares Clause in Contracts

Transfer of Scheme Shares. (A) Upon and with effect from the Scheme Effective Time, Ensco and/or a DR Nominee shall, in accordance with sub-clause 1(B), acquire all the Scheme Shares with full title guarantee, free from all liens, equities, charges, encumbrances and other interests, and together with all rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) made, paid or declared after the Scheme Effective Time with a record date on or after the Effective Date. (B) For the purposes of such acquisition:2 (i) the Cede Shares shall be transferred at Ensco’s election either to: (a) Ensco; and/or (b) a DR Nominee, as nominee for [Computershare Trustees (Jersey) Limited] (the “CS Depositary”), by means of a form of transfer and the CS Depositary shall issue depositary receipts in respect of such to [Computershare Trust Company, N.A. to be held on bare trust for] Ensco; (ii) the Residual Shares shall be transferred to Ensco by means of a separate form of transfer; and

Transfer of Scheme Shares. (A) Upon and with effect from the Scheme Effective Time, Ensco and/or a DR Nominee shall, in accordance with sub-clause 1(B), acquire all the Scheme Shares with full title guarantee, free from all liens, equities, charges, encumbrances and other interests, and together with all rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) made, paid or declared after the Scheme Effective Time with a record date on or after the Effective Date. (B) For the purposes of such acquisition:2acquisition:(2) (i) the Cede Shares shall be transferred at Ensco’s election either to: (a) Ensco; and/or (b) a DR Nominee, as nominee for [Computershare Trustees (Jersey) Limited] (the “CS Depositary”), by means of a form of transfer and the CS Depositary shall issue depositary receipts in respect of such to [Computershare Trust Company, N.A. to be held on bare trust for] Ensco; (ii) the Residual Shares shall be transferred to Ensco by means of a separate form of transfer; and