Common use of Company Authority Relative to this Agreement; No Violation Clause in Contracts

Company Authority Relative to this Agreement; No Violation. (a) Ensco has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Ensco in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Transaction Documents”) and, subject to, Section 4.2(b) and the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, to consummate the transactions contemplated hereby and thereby, including the Transaction and the Consolidation. The execution, delivery and performance of this Agreement and the other Ensco Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Ensco and, except for the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, no other company action on the part of Ensco or vote of the Ensco Shareholders is necessary to authorize the execution and delivery by Ensco of this Agreement and the other Ensco Transaction Documents and the consummation of the Transaction and the Consolidation. The Board of Directors of Ensco has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Transaction Documents, including the Transaction, the Consolidation and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Ensco Shareholders that Ensco enter into this Agreement and the other Ensco Transaction Documents and consummate the Transaction, the Consolidation and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. The Board of Directors of Ensco has further resolved that it will unanimously and unqualifiedly recommend that the Ensco Shareholders vote in favor of the Ensco Shareholder Resolutions at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “Ensco Board Recommendation”). None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Ensco Transaction Documents has been duly and validly executed and delivered by Ensco and, assuming each such Ensco Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Transaction Documents constitutes the legal, valid and binding obligation of Ensco, enforceable against Ensco in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Remedies Exceptions.

Company Authority Relative to this Agreement; No Violation. (a) Ensco Rowan has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Ensco Rowan in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Rowan Transaction Documents”) and, subject toto Section 3.2(b), Section 4.2(b) and the passing receipt of the resolution referred to in clauses (a) Rowan Shareholder Approval and (b) receipt of the definition of Ensco Shareholder ResolutionsCourt Order, to consummate the transactions contemplated hereby and thereby, including the Transaction and the ConsolidationTransaction. The execution, delivery and performance of this Agreement and the other Ensco Rowan Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Ensco Rowan and, except for the passing Rowan Shareholder Approval and the filing of the resolution referred required documents and other actions in connection with the Scheme of Arrangement with, and to in clauses (a) and (b) receipt of the definition required approval of Ensco Shareholder Resolutionsthe Scheme of Arrangement by, the Court, no other company action on the part of Ensco Rowan or vote of the Ensco Rowan Shareholders is necessary to authorize the execution and delivery by Ensco Rowan of this Agreement and the other Ensco Rowan Transaction Documents and the consummation of the Transaction and the ConsolidationTransaction. The Board of Directors of Ensco Rowan has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Rowan Transaction Documents, including the Transaction, the Consolidation Transaction and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Ensco Rowan Shareholders that Ensco Rowan enter into this Agreement and the other Ensco Rowan Transaction Documents and consummate the Transaction, the Consolidation Transaction and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein, and (iii) directing that a petition and application be made to the Court pursuant to the Scheme of Arrangement. The Board of Directors of Ensco Rowan has further resolved that it will unanimously and unqualifiedly recommend that the Ensco Rowan Shareholders vote in favor of all the Ensco resolutions comprising the Rowan Shareholder Resolutions Approval at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “Ensco Rowan Board Recommendation”). None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. The Transaction constitutes a “Permitted Acquisition” for the purposes of the Rowan Articles of Association. Each of the Ensco Rowan Transaction Documents has been duly and validly executed and delivered by Ensco Rowan and, assuming each such Ensco Rowan Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Rowan Transaction Documents constitutes the legal, valid and binding obligation of EnscoRowan, enforceable against Ensco Rowan in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Company Authority Relative to this Agreement; No Violation. (a) Ensco The Company has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Ensco the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Company Transaction Documents”) and, subject to, Section 4.2(b) and the passing to receipt of the resolution referred to in clauses (a) and (b) of the definition of Ensco Company Shareholder ResolutionsApproval, to consummate the transactions contemplated hereby and thereby, including the Transaction and the ConsolidationMerger. The execution, delivery and performance of this Agreement and the other Ensco Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board of Directors of Ensco and, except for the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Company Shareholder ResolutionsApproval, no other company corporate action on the part of Ensco the Company or vote of the Ensco Company Shareholders is necessary to authorize the execution and delivery by Ensco the Company of this Agreement and the other Ensco Company Transaction Documents and the consummation of the Transaction Merger and the Consolidationother transactions contemplated hereby and thereby. The Company Board of Directors of Ensco has unanimously duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Company Transaction Documents, including the Transaction, the Consolidation Merger and the other transactions contemplated hereby and thereby, thereby and (ii) declaring that it is in the best interests of the Ensco Company Shareholders that Ensco the Company enter into this Agreement and the other Ensco Company Transaction Documents and consummate the Transaction, the Consolidation Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. The Company Board of Directors of Ensco has further resolved that it will unanimously and unqualifiedly recommend that the Ensco Company Shareholders vote in favor of the Ensco Shareholder Resolutions at duly held meetings of such shareholders for such purposes approve this Agreement (such recommendation referred to herein as the “Ensco Company Board Recommendation”). None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Ensco Company Transaction Documents has been duly and validly executed and delivered by Ensco the Company and, assuming each such Ensco Company Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Company Transaction Documents constitutes the legal, valid and binding obligation of Enscothe Company, enforceable against Ensco the Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Company Authority Relative to this Agreement; No Violation. (a) Ensco Each of Parent and Merger Sub has the requisite corporate and limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and each other document to be entered into by Ensco Parent and Merger Sub in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Parent Transaction Documents”) and, subject to, Section 4.2(b) and to the passing of the resolution referred to in clauses clause (a) and (b) of the definition of Ensco Parent Shareholder Resolutions, to consummate the transactions contemplated hereby and thereby, including the Transaction and the ConsolidationMerger. The execution, delivery and performance of this Agreement and the other Ensco Parent Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors of Ensco and, except for the passing of the resolution referred to in clauses clause (a) and (b) of the definition of Ensco Parent Shareholder Resolutions, no other company action on the part of Ensco Parent or Merger Sub or vote of the Ensco Parent Shareholders and members of Merger Sub is necessary to authorize the execution and delivery by Ensco Parent and Merger Sub of this Agreement and the other Ensco Parent Transaction Documents and the consummation of the Transaction and the ConsolidationMerger. The Parent Board of Directors of Ensco has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Parent Transaction Documents, including the Transaction, the Consolidation Merger and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Ensco Parent Shareholders that Ensco Parent enter into this Agreement and the other Ensco Parent Transaction Documents and consummate the Transaction, the Consolidation Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein herein, and therein(iii) appointing, conditional upon the closing of the Merger and with effect from the Effective Time, the Alpha Director Nominees to the Parent Board in accordance with Section 1.7(a). The Parent Board of Directors of Ensco has further resolved that that, unless it has made a Parent Adverse Recommendation Change in accordance with Section 5.5, it will unanimously and unqualifiedly recommend that the Ensco Parent Shareholders vote in favor of the Ensco Parent Shareholder Resolutions at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “Ensco Parent Board Recommendation”). None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Ensco Parent Transaction Documents has been duly and validly executed and delivered by Ensco Parent and, assuming each such Ensco Parent Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Parent Transaction Documents constitutes the legal, valid and binding obligation of EnscoParent, enforceable against Ensco Parent in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Remedies Exceptions.

Company Authority Relative to this Agreement; No Violation. (a) Ensco Company has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Ensco Company in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Company Transaction Documents”) and, subject toto Section 3.2(b), Section 4.2(b) upon receipt of the Company Shareholder Approval and the passing of Court Order, will have the resolution referred to in clauses (a) requisite corporate power and (b) of the definition of Ensco Shareholder Resolutions, authority to consummate the transactions contemplated hereby and thereby, including the Transaction and the ConsolidationTransaction. The execution, delivery and performance of this Agreement and the other Ensco Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Ensco Company and, except for the passing Company Shareholder Approval and the filing of the resolution referred required documents and other actions in connection with the Scheme of Arrangement with, and subject to in clauses (a) and (b) receipt of the definition required sanctioning of Ensco Shareholder Resolutionsthe Scheme of Arrangement by, the Court, no other company corporate action on the part of Ensco Company or vote of the Ensco Company Shareholders is necessary to authorize the execution and delivery by Ensco Company of this Agreement and the other Ensco Company Transaction Documents and the consummation of the Transaction and the ConsolidationTransaction. The Board of Directors of Ensco Company has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Transaction DocumentsAgreement, including the Transaction, the Consolidation Scheme of Arrangement and the other transactions contemplated hereby and therebyhereby, and (ii) declaring that it is in the best interests of the Ensco Company Shareholders that Ensco Company enter into this Agreement and the other Ensco Transaction Documents and consummate the Transaction, the Consolidation Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein herein, and therein(iii) directing that an application be made to the Court pursuant to the Scheme of Arrangement. The Board of Directors of Ensco Company has further resolved that it will unanimously and unqualifiedly will, subject to Section 5.3, recommend that the Ensco Company Shareholders vote in favor of all the Ensco resolutions comprising the Company Shareholder Resolutions Approval at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “Ensco Company Board Recommendation”). None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Ensco Company Transaction Documents has been duly and validly executed and delivered by Ensco Company and, assuming each such Ensco Company Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Company Transaction Documents constitutes the legal, valid and binding obligation of EnscoCompany, enforceable against Ensco Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Remedies rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

Company Authority Relative to this Agreement; No Violation. (a) Ensco The Company has the requisite corporate power and authority to execute and deliver this Agreement Agreement, the Cayman Merger Documents to which it is a party and each other document to be entered into by Ensco the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Company Transaction Documents”) and, subject to, Section 4.2(b) and the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, to consummate the transactions contemplated hereby and thereby, including the Transaction and the ConsolidationMerger. The execution, delivery and performance of this Agreement and the other Ensco Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board of Directors of Ensco and, except for the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, no other company corporate action on the part of Ensco the Company or vote of the Ensco Shareholders Company Members is necessary to authorize the execution and delivery by Ensco the Company of this Agreement and the other Ensco Company Transaction Documents and the consummation of the Transaction Merger and the Consolidationother transactions contemplated hereby and thereby. The Company Board of Directors of Ensco has unanimously duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Company Transaction Documents, including the Transaction, the Consolidation Documents and the other transactions contemplated hereby and thereby, and (iiincluding the Merger. The Company Board has further approved this Agreement as an ‘Approved Sale’ as contemplated by Section 9.5(b) declaring that it is in the best interests of the Ensco Shareholders that Ensco enter into this Agreement and the other Ensco Transaction Documents and consummate the Transaction, the Consolidation and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. The Board of Directors of Ensco has further resolved that it will unanimously and unqualifiedly recommend that the Ensco Shareholders vote in favor of the Ensco Shareholder Resolutions at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “Ensco Board Recommendation”)Company LLC Agreement. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Ensco Company Transaction Documents has been or will be duly and validly executed and delivered by Ensco the Company and, assuming each such Ensco Company Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Company Transaction Documents constitutes or will constitute the legal, valid and binding obligation of Enscothe Company, enforceable against Ensco the Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Company Authority Relative to this Agreement; No Violation. (a) Ensco Each of Parent and Merger Sub has the requisite corporate power and authority authority, as applicable, to execute and deliver this Agreement Agreement, the Cayman Merger Documents to which any of the Parent or Merger Sub are a party and each other document to be entered into by Ensco Parent and/or Merger Sub in connection with the transactions contemplated hereby (together with this Agreement, the “Ensco Parent Transaction Documents”) and, subject to, Section 4.2(b) and the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, to consummate the transactions contemplated hereby and thereby, including the Transaction and the ConsolidationMerger. The execution, delivery and performance of this Agreement and the other Ensco Parent Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors of Ensco and, except for and the passing sole member of the resolution referred to in clauses (a) Merger Sub, and (b) of the definition of Ensco Shareholder Resolutions, no other company action or vote of the Parent Shareholders on the part of Ensco Parent or vote Merger Sub and members of the Ensco Shareholders Merger Sub is necessary to authorize the execution and delivery by Ensco Parent and Merger Sub of this Agreement and the other Ensco Parent Transaction Documents and the consummation of the Transaction Merger. The Parent Board and the Consolidation. The Board sole member of Directors of Ensco has the Merger Sub have duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Parent Transaction Documents, including the Transaction, the Consolidation Share Issuance and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Ensco Shareholders that Ensco enter into this Agreement and the other Ensco Transaction Documents and consummate the Transaction, the Consolidation and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. The Board of Directors of Ensco has further resolved that it will unanimously and unqualifiedly recommend that the Ensco Shareholders vote in favor of the Ensco Shareholder Resolutions at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “Ensco Board Recommendation”). None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Ensco Parent Transaction Documents has been or will be duly and validly executed and delivered by Ensco Parent and the Merger Sub, as applicable, and, assuming each such Ensco Parent Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Parent Transaction Documents constitutes or will constitute the legal, valid and binding obligation of EnscoParent and the Merger Sub, as applicable, enforceable against Ensco Parent and the Merger Sub, as applicable, in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Remedies Exceptions.