Common use of Agreement Not to Offer or Sell Additional Ordinary Shares Clause in Contracts

Agreement Not to Offer or Sell Additional Ordinary Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Ordinary Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and underlying Shares and other than up to 2,500,000 Shares issued in connection with complete or partial acquisitions of businesses, products or technologies) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Ordinary Shares or options to purchase Ordinary Shares, or issue Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and the Company may file a registration statement under the Securities Act with respect to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Ordinary Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Ordinary Shares. During the period commencing on and including the date hereof and ending on and including the 90th 180th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld at the sole discretion of Jefferies), directly or indirectly, sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Ordinary Shares, options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares and underlying Shares and other than up to 2,500,000 Shares issued in connection with complete or partial acquisitions of businesses, products or technologiesShares) or publicly announce the intention to do any of the foregoing; provided, however, that the Company may issue Ordinary Shares or options to purchase Ordinary Shares, or issue Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and the Company may file a registration statement under the Securities Act with respect to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Ordinary Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Ordinary Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe Representative), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Ordinary Shares, options, rights options or warrants to acquire Ordinary Shares or securities exchangeable or exercisable for or convertible into Ordinary Shares (other than as contemplated by this Agreement with respect to the Offered Shares and underlying Shares and other than up to 2,500,000 Shares issued in connection with complete or partial acquisitions of businesses, products or technologies) or publicly announce the intention to do any of the foregoingSecurities); provided, however, that the Company may (1) issue Ordinary Shares or options to purchase its Ordinary Shares, or issue Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus or any amendment to or replacement of such plan and (2) file one or more registration statements on Form S-8 or amendments thereto relating to the issuance of Ordinary Shares or the issuance and exercise of options to purchase Ordinary Shares granted under the employee benefit plans of the Company may file a registration statement existing on the date of the Prospectus or any amendment to or replacement of such plan and (3) issue Ordinary Shares or warrants to acquire Ordinary Shares or securities exchangeable or exercisable for or convertible into Ordinary Shares, provided that the proceeds from such issuance are utilized by the Company solely to finance the construction, completion, commissioning, and initial start-up costs related to the delivery and deployment of the Topaz Driller, one of the Company’s jackup rigs, and to satisfy the Company’s obligations to PPL Shipyard as outlined under the Securities Act with respect to any stock optionfinancing term sheet between the Company and PPL Shipyard dated as of August 13, stock bonus or other stock plan or arrangement described in each Applicable Prospectus2009. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day expiration of the Lock-up Period, the Company delivers to the Underwriters a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Ordinary Shares are “actively traded securities” (as defined in Regulation M), ) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension)FINRA Manual. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.

Agreement Not to Offer or Sell Additional Ordinary Shares. During the period commencing on and including the date hereof and ending on and including the 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representative (which consent may be withheld at the sole discretion of Jefferiesthe Representative), directly or indirectly, sell (including, without limitation, any short sale)sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Ordinary Shares, options, rights options or warrants to acquire Ordinary Shares or securities exchangeable or exercisable for or convertible into Ordinary Shares (other than as contemplated by this Agreement with respect to the Offered Shares and underlying Shares and other than up to 2,500,000 Shares issued in connection with complete or partial acquisitions of businesses, products or technologies) or publicly announce the intention to do any of the foregoingSecurities); provided, however, that the Company may (1) issue Ordinary Shares or options to purchase its Ordinary Shares, or issue Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable the Prospectus or any amendment to or replacement of such plan and (2) file one or more registration statements on Form S-8 or amendments thereto relating to the issuance of Ordinary Shares or the issuance and exercise of options to purchase Ordinary Shares granted under the employee benefit plans of the Company may file a registration statement under existing on the Securities Act with respect date of the Prospectus or any amendment to any stock option, stock bonus or other stock replacement of such plan or arrangement described in each Applicable Prospectusand (3). Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the 15th calendar day before the last day expiration of the Lock-up Period, the Company delivers to the Underwriters a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Ordinary Shares are “actively traded securities” (as defined in Regulation M), ) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension)FINRA Manual. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Periodrestricted period.