Common use of RE-ELECTION Clause in Contracts

RE-ELECTION. The Parent Directors and Company Directors shall (unless and until any of the circumstances set out in Article II, Section 3 or Section 4 of the Parent Bylaws arises and subject to this Section 3) serve as directors of Parent during the Governance Period. For the first and second Annual Meetings of the Stockholders following the Effective Time (the “Applicable Meetings”), except as provided in this Section 3, the Nominating and Corporate Governance Committee and the Board shall nominate, recommend and designate the Parent Directors and Company Directors then on the Board for re-election (the “Recommended Slate”). The Board and the Nominating and Corporate Governance Committee shall take all action necessary to ensure the election of the Recommended Slate at the Applicable Meeting. Notwithstanding the foregoing, if the Nominating and Corporate Governance Committee, by unanimous vote, determines not to nominate any Parent Director or Company Director for re-election at an Applicable Meeting, such director shall not be nominated, recommended or designated for re-election; provided, that, if the applicable director is a member of the Nominating and Corporate Governance Committee, then the vote required not to nominate such director for re-election shall be the unanimous vote of the other members of such Committee and the unanimous vote of the members of the Board other than such director.

RE-ELECTION. The Parent Ensco Directors and Company Rowan Directors shall (unless and until any of the circumstances set out in Article II, Section 3 or Section 4 1.4(d) of the Parent Bylaws Transaction Agreement arises and subject to this Section 32) serve as directors of Parent the Company during the Governance Period. For the first and second Annual General Meetings of the Stockholders Shareholders following the Effective Time Date (the “Applicable Meetings”), except as provided in this Section 32, the Nominating and Corporate Governance Committee and the Board shall nominate, recommend and designate the Parent Ensco Directors and Company Rowan Directors then on the Board for re-election (the “Recommended Slate”). The Board and the Nominating and Corporate Governance Committee shall take all action necessary to ensure the election of the Recommended Slate at the Applicable Meeting. Notwithstanding the foregoing, if the Nominating and Corporate Governance Committee, by unanimous vote, determines not to nominate any Parent Ensco Director or Company Rowan Director for re-election at an Applicable Meeting, such director shall not be nominated, recommended or designated for re-election; provided, provided that, if the applicable director is a member of the Nominating and Corporate Governance Committee, then the vote required not to nominate such director for re-election shall be the unanimous vote of the other members of such Committee and the unanimous vote of the members of the Board other than such director.