Common use of Limitations on Mergers and Consolidations Clause in Contracts

Limitations on Mergers and Consolidations. (a) The Company will not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations hereunder or under the Securities of any series (as an entirety or substantially an entirety in one transaction or series of related transactions), to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which sale, lease, conveyance or other disposition or assignment will be made (collectively, the "Successor"), is a solvent corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Securities of any series and this Indenture, (ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing, (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company immediately prior to such transaction and (iv) the Consolidated Fixed Charge Coverage Ratio contained in Section 6.13(a) hereof of the Company or the Successor, as the case may be, immediately after giving effect to such transaction, would be such that the Company or the Successor, as the case may be, would be entitled to Incur at least $1 of additional Indebtedness under such Consolidated Fixed Charge Coverage Ratio test. (b) The Company will deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

Limitations on Mergers and Consolidations. (a) The Company will Borrower shall not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution)assets, or assign any of its obligations hereunder or under the Securities of any series (as an entirety or substantially an entirety in one transaction or series of related transactions)this Agreement, to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the CompanyBorrower), or to which such sale, lease, conveyance or other disposition or assignment will shall be made (collectively, the "Successor"), is a solvent corporation or other legal entity organized and existing under the laws of the United States or any state State thereof or the District of Columbia, and the Successor assumes by supplemental indenture an assumption agreement in a form reasonably satisfactory to the Trustee Administrative Agent all of the obligations of the Company Borrower under the Securities of any series Notes and this Indenture, Agreement; (ii) immediately after giving effect to such transactionconsolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, no Default or Event of Default has shall have occurred and is be continuing, ; (iii) immediately after giving effect to such transaction consolidation, merger, sale, lease, conveyance or other disposition or assignment and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of the Company Borrower or the Successor, as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company Borrower immediately prior to such transaction and transaction; (iv) immediately after giving effect to such consolidation, merger, sale, lease, conveyance or other disposition or assignment and the Consolidated Fixed Charge use of any net proceeds therefrom on a pro forma basis, the EBITDA Coverage Ratio contained in Section 6.13(a) hereof of the Company Borrower or the Successor, as the case may be, immediately after giving effect to such transaction, would be such that the Company Borrower or the Successor, as the case may be, would be entitled to Incur incur at least $1 1.00 of additional Indebtedness under such Consolidated Fixed Charge the EBITDA Coverage Ratio test. test in Section 6.02 hereof; and (bv) The Company will deliver the Borrower shall have delivered to the Trustee prior to the consummation of the proposed transaction Administrative Agent an Officers' Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that such consolidation, merger, sale, lease, conveyance or other disposition or assignment complies with the proposed transaction and such supplemental indenture comply with provisions of this IndentureAgreement.

Limitations on Mergers and Consolidations. (a) The Company will not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations hereunder or under the Securities of any series (as an entirety or substantially an entirety in one transaction or series of related transactions), to any Person unless: (i) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the "Successor"), is a solvent corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Securities of any series and this Indenture, (ii) immediately after giving effect to such transaction, no Default or Event of 204 Default has occurred and is continuing, (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of the Company or the Successor, as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company immediately prior to such transaction and (iv) the ratio of the Company's or the Successor's Indebtedness (excluding Non-Recourse Indebtedness) to Consolidated Fixed Charge Coverage Ratio Tangible Net Worth contained in Section 6.13(a) hereof of the Company or the Successor, as the case may be, immediately after giving effect to such transaction, would be such that the Company or the Successor, as the case may be, would be entitled to Incur at least $1 of additional Indebtedness under such Consolidated Fixed Charge Coverage Ratio testratio. (b) The Company will deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

Limitations on Mergers and Consolidations. (a) The Company will not shall not, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or intoany Person, or sell, lease, convey convey, transfer or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations hereunder or under the Securities of any series (as an entirety or substantially an entirety in one transaction or series of related transactions), to any Person, unless: (1) either (a) the Company shall be the continuing Person unless: or (ib) the Person formed by or surviving such consolidation or merger (if other than the Company)) formed by such consolidation or into which the Company is merged or amalgamated, or to which such sale, lease, conveyance conveyance, transfer or other disposition or assignment will be is made (collectively, the "“Successor"), is a solvent corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor ”) expressly assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all due and punctual payment of the obligations principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company Company’s covenants and obligations under this Indenture and the Securities of any series and this Indenture, Securities; (ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing, (iii2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of be continuing or would result therefrom; and (3) the Company or the Successor, as the case may be, would be at least equal to the Consolidated Tangible Net Worth of the Company immediately prior to such transaction and (iv) the Consolidated Fixed Charge Coverage Ratio contained in Section 6.13(a) hereof of the Company or the Successor, as the case may be, immediately after giving effect to such transaction, would be such that the Company or the Successor, as the case may be, would be entitled to Incur at least $1 of additional Indebtedness under such Consolidated Fixed Charge Coverage Ratio test. (b) The Company will deliver delivers to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction and such supplemental indenture comply with this Indenture. For the avoidance of doubt, unless otherwise provided in a supplemental indenture or Board Resolution, the term “merger” includes an amalgamation under Cayman Islands law, and the term “all or substantially all of its assets”, with respect to the Company, shall be computed on a consolidated basis.

Limitations on Mergers and Consolidations. (a) The Notwithstanding anything to the contrary set forth in this Indenture, from and after the receipt by the Trustee of an unconditional and irrevocable guarantee of the prompt payment, when due, of any amount owed to the holders of the Securities under this Indenture and any other amounts due pursuant to this Indenture by Ensco or any of its successors (the “Ensco Guarantee”), nothing in this Indenture or in any of the Securities or any supplemental indenture shall be deemed to prohibit or in any way limit any transaction (or conversion of legal status to a limited liability company) involving the Company, including without limitation any consolidation, merger, sale or conveyance of property or assets. At any time, Ensco or any of its successors, may succeed to and be substituted for the Company will not consolidate by supplemental indenture, with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations under the Indenture and under the Securities. (b) Nothing contained in this Indenture shall prevent any consolidation or merge merger of Ensco with or intointo any other Person or Persons (whether or not affiliated with Ensco), or sellsuccessive consolidations or mergers in which Ensco or its successor shall be a party or parties, lease, convey or otherwise dispose shall prevent any conveyance or transfer of all or substantially all of its the assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations hereunder or under the Securities of any series (as an entirety or substantially an entirety in one transaction or series of related transactions), Ensco to any other Person unless: (whether or not affiliated with Ensco) lawfully entitled to acquire the same; provided that (i) such Person (the “Successor”) or the Person formed by who beneficially owns all or surviving substantially all of the voting shares of each class of capital stock issued and outstanding at such consolidation time of Ensco or merger such Successor (if other than the Company), or to which sale, lease, conveyance or other disposition or assignment will “New Parent”) shall be made (collectively, the "Successor"), is a solvent corporation or other legal entity organized and validly existing under the laws of the United States of America, any political subdivision thereof or any state State thereof or the District of Columbia, and the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, Ireland, France, the Kingdom of the Netherlands or any other member of the European Union, Switzerland or the Netherlands Antilles, (ii) the Successor or the New Parent shall agree in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee; (iii) the Successor or the New Parent expressly assumes or guarantees by supplemental indenture indenture, in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee all of by the obligations of the Company under the Securities of any series and this Indenture, (ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing, (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Consolidated Tangible Net Worth of the Company Successor or the SuccessorNew Parent, as the case may be, would be at least equal to the Consolidated Tangible Net Worth due and punctual performance and observance of all of the Company immediately prior covenants and conditions of the Ensco Guarantee to such transaction be performed by Ensco and any obligations of Ensco under this Indenture; (iv) the Consolidated Fixed Charge Coverage Ratio contained in Section 6.13(a) hereof Board of Directors of Ensco or the comparable governing body of the Company Successor or the SuccessorNew Parent, as applicable, determines in good faith that such transaction or series of transactions will not adversely affect the case may beinterest of the Holders of Securities in any material respect, immediately after giving effect which determination shall be evidenced by a Board Resolution (or its equivalent if such Person is not a corporation) to such transaction, would be such that effect; and (v) the Company Successor or the Successor, as the case may be, would be entitled to Incur at least $1 of additional Indebtedness under such Consolidated Fixed Charge Coverage Ratio test. (b) The Company will deliver New Parent delivers to the Trustee prior to the consummation of the proposed transaction an Officers' ’ Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction and such supplemental indenture comply with this Indenture.