Common use of Note to Draft Clause in Contracts

Note to Draft. Computershare to advise on whether the depositary receipts will be (i) issued to Ensco or (ii) held by another Computershare entity on bare trust for Ensco. (iii) in order to give effect to such transfers any person may be appointed by Ensco as attorney and shall be authorised as such attorney on behalf of the holder of Scheme Shares concerned to execute and deliver as transferor such forms of transfer or other instruments or instructions of transfer, and every form, instrument or instruction of transfer so executed or instruction given shall be effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred (and neither legal nor beneficial title to the Scheme Shares shall be transferred to Ensco and/or the DR Nominee prior to the execution of the forms of transfer mentioned above). (C) With effect from the Scheme Effective Time and pending the registration of Ensco and/or a DR Nominee as the holder of any Scheme Share to be transferred pursuant to sub-clauses 1(A) and 1(B): (i) Ensco shall be irrevocably appointed by each Scheme Shareholder as its attorney and/or agent and shall be entitled to exercise any voting rights and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Rowan or of any class of its shareholders) attaching to the Scheme Shares; (i) each Scheme Shareholder authorises Rowan and/or its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Scheme Shareholder as a member of Rowan in respect of their Scheme Shares to Ensco at its registered office; (ii) each Scheme Shareholder irrevocably appoints Ensco and/or any one or more of its directors to sign on behalf of such Scheme Shareholder such documents, and do such things, as may in the opinion of Ensco and/or any one or more of its directors be necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the relevant Scheme Shares (including, without limitation, an authority to sign any consent to short notice of a general or separate class meeting of Rowan as attorney and/or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or execute a form of proxy in respect of such Scheme Shares appointing any person nominated by Ensco and/or any one or more of its directors to attend general and separate class meetings of Rowan (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and (iii) each Scheme Shareholder [irrevocably] agrees not to exercise any voting rights or any other rights attaching to the relevant Scheme Shares without the consent of Ensco and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of Rowan.

Note to Draft. Computershare to advise To be included in this Agreement based on Incyte’s determination of whether the depositary receipts will be (i) issued to Ensco or (ii) held by another Computershare entity on bare trust for Ensco. (iii) in order to give effect to such transfers any person may be appointed by Ensco as attorney and shall be authorised as such attorney on behalf of the holder of Scheme Shares concerned to execute and deliver as transferor such forms of transfer or other instruments or instructions of transfer, and every form, instrument or instruction of transfer so executed or instruction given shall be effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred (and neither legal nor beneficial title to the Scheme Shares shall be transferred to Ensco and/or the DR Nominee an HSR filing is necessary prior to the execution of the forms of transfer mentioned above). (C) With effect from the Scheme Effective Time and pending the registration of Ensco and/or a DR Nominee as the holder of any Scheme Share to be transferred pursuant to subthis Agreement. 4931-clauses 1(A) and 1(B): (i) Ensco shall be irrevocably appointed by each Scheme Shareholder as its attorney and/or agent 5190-9491 v.7 shall, and shall be entitled cause its Affiliates to, use commercially reasonable efforts to exercise provide to Incyte substantially comparable benefits thereof and shall enforce, at the request of and for the benefit of Incyte (at Incyte’s sole cost and expense), any voting rights and of Prelude or its Affiliates arising thereunder against any or all other rights and privileges (Third Party, including the right to requisition seek any available remedies or to elect to terminate in accordance with the convening terms thereof upon the advice of Incyte and (B) any burdens relating to the Nonassigned Asset shall inure to Incyte. As a general meeting condition to Prelude or one of Rowan or its Affiliates providing Incyte with the benefits of any class Nonassigned Asset, subject to applicable Law, Incyte shall perform, at the direction of Prelude, the obligations of Prelude or any of its shareholders) attaching Affiliates thereunder. Prelude shall hold in trust and pay to the Scheme Shares; Incyte promptly upon receipt thereof, all income, proceeds and other monies received by Prelude or any of its Affiliates in connection with any Nonassigned Asset (i) each Scheme Shareholder authorises Rowan and/or net of any Taxes and any other costs, fees and other expenses imposed upon or incurred by Prelude or any of its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Scheme Shareholder as a member of Rowan Affiliates in respect of their Scheme Shares to Ensco at its registered office; (ii) each Scheme Shareholder irrevocably appoints Ensco and/or any one or more of its directors to sign on behalf the receipt of such Scheme Shareholder such documentsincome, proceeds and do such things, as may in the opinion of Ensco and/or any one or more of its directors be necessary or desirable other monies) in connection with the exercise arrangements under this Section 4.7. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any votes or other rights or privileges attaching to the relevant Scheme Shares (including, without limitation, an authority to sign any consent to short notice of a general or separate class meeting of Rowan as attorney and/or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or execute a form of proxy in respect of such Scheme Shares appointing any person nominated by Ensco and/or any one or more of its directors to attend general and separate class meetings of Rowan (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and (iii) each Scheme Shareholder [irrevocably] agrees not to exercise any voting rights Transferred Contract or any other rights attaching Transferred Asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, Prelude shall assign, transfer, convey and deliver such asset to the relevant Scheme Shares without the consent of Ensco and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of RowanIncyte at no additional cost.

Note to Draft. Computershare Cap to advise be reconfirmed by Ensco and Rowan based on whether updated Rowan shareholder data prior to despatch of scheme document. shall purchase any of the depositary receipts will New Ensco Shares described in this clause 4(C)(i) from nominees, authorised persons and any holders.] (ii) All cheques shall be in US dollars (i$) and shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, all nominees and authorised persons reserve the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of Ensco in respect of such joint holding at the Scheme Record Time), and the encashment of any such cheque shall be a complete discharge of all nominees and authorised persons’ obligations under this Scheme to pay the monies represented thereby and shall be a complete discharge of Ensco’s obligations under this Scheme to transfer New Ensco Shares to the relevant holders. (D) All deliveries of notices, documents of title and cheques or certificates required to be made pursuant to this Scheme shall be effected by sending the same by first class post in pre-paid envelopes addressed to the persons entitled thereto at their respective registered addresses as appearing in the register of members of Rowan at the Scheme Record Time. (E) Neither and none of Rowan, Ensco or their respective agents or nominees shall be responsible for any loss or delay in the transmission of the documents of title or any cheques or certificates sent in accordance with sub-clauses 4(A), 4(B) or 4(C) which shall be sent at the risk of the person or persons entitled thereto. (F) Prior to the issue of new share certificates in respect of New Ensco Shares (or, if the Consolidation has been effected, the Consolidated Ensco Shares into which such New Ensco Shares have been consolidated) to Scheme Shareholders pursuant to sub-clause 4(B), transfers of the New Ensco Shares or Consolidated Ensco Shares (as applicable) issued to Ensco or (ii) held by another Computershare entity on bare trust for them pursuant to this Scheme shall be certified against the register of members of Ensco. (iiiG) in order The preceding paragraphs of this clause 4 shall take effect subject to give effect to such transfers any person may be appointed prohibition or condition imposed by Ensco as attorney and shall be authorised as such attorney on behalf of the holder of Scheme Shares concerned to execute and deliver as transferor such forms of transfer or other instruments or instructions of transfer, and every form, instrument or instruction of transfer so executed or instruction given shall be effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred (and neither legal nor beneficial title to the Scheme Shares shall be transferred to Ensco and/or the DR Nominee prior to the execution of the forms of transfer mentioned above)law. (C) With effect from the Scheme Effective Time and pending the registration of Ensco and/or a DR Nominee as the holder of any Scheme Share to be transferred pursuant to sub-clauses 1(A) and 1(B): (i) Ensco shall be irrevocably appointed by each Scheme Shareholder as its attorney and/or agent and shall be entitled to exercise any voting rights and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Rowan or of any class of its shareholders) attaching to the Scheme Shares; (i) each Scheme Shareholder authorises Rowan and/or its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Scheme Shareholder as a member of Rowan in respect of their Scheme Shares to Ensco at its registered office; (ii) each Scheme Shareholder irrevocably appoints Ensco and/or any one or more of its directors to sign on behalf of such Scheme Shareholder such documents, and do such things, as may in the opinion of Ensco and/or any one or more of its directors be necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the relevant Scheme Shares (including, without limitation, an authority to sign any consent to short notice of a general or separate class meeting of Rowan as attorney and/or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or execute a form of proxy in respect of such Scheme Shares appointing any person nominated by Ensco and/or any one or more of its directors to attend general and separate class meetings of Rowan (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and (iii) each Scheme Shareholder [irrevocably] agrees not to exercise any voting rights or any other rights attaching to the relevant Scheme Shares without the consent of Ensco and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of Rowan.

Note to Draft. Computershare Cap to advise be reconfirmed by Ensco and Rowan based on whether updated Rowan shareholder data prior to despatch of scheme document. (ii) All cheques shall be in US dollars ($) and shall be made payable to the depositary receipts will persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, all nominees and authorised persons reserve the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of Ensco in respect of such joint holding at the Scheme Record Time), and the encashment of any such cheque shall be a complete discharge of all nominees and authorised persons’ obligations under this Scheme to pay the monies represented thereby and shall be a complete discharge of Ensco’s obligations under this Scheme to transfer New Ensco Shares to the relevant holders. (iD) All deliveries of notices, documents of title and cheques or certificates required to be made pursuant to this Scheme shall be effected by sending the same by first class post in pre-paid envelopes addressed to the persons entitled thereto at their respective registered addresses as appearing in the register of members of Rowan at the Scheme Record Time. (E) Neither and none of Rowan, Ensco or their respective agents or nominees shall be responsible for any loss or delay in the transmission of the documents of title or any cheques or certificates sent in accordance with sub-clauses 4(A), 4(B) or 4(C) which shall be sent at the risk of the person or persons entitled thereto. (F) Prior to the issue of new share certificates in respect of New Ensco Shares (or, if the Consolidation has been effected, the Consolidated Ensco Shares into which such New Ensco Shares have been consolidated) to Scheme Shareholders pursuant to sub-clause 4(B), transfers of the New Ensco Shares or Consolidated Ensco Shares (as applicable) issued to Ensco or (ii) held by another Computershare entity on bare trust for them pursuant to this Scheme shall be certified against the register of members of Ensco. (iiiG) in order The preceding paragraphs of this clause 4 shall take effect subject to give effect to such transfers any person may be appointed prohibition or condition imposed by Ensco as attorney and shall be authorised as such attorney on behalf of the holder of Scheme Shares concerned to execute and deliver as transferor such forms of transfer or other instruments or instructions of transfer, and every form, instrument or instruction of transfer so executed or instruction given shall be effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred (and neither legal nor beneficial title to the Scheme Shares shall be transferred to Ensco and/or the DR Nominee prior to the execution of the forms of transfer mentioned above)law. (C) With effect from the Scheme Effective Time and pending the registration of Ensco and/or a DR Nominee as the holder of any Scheme Share to be transferred pursuant to sub-clauses 1(A) and 1(B): (i) Ensco shall be irrevocably appointed by each Scheme Shareholder as its attorney and/or agent and shall be entitled to exercise any voting rights and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Rowan or of any class of its shareholders) attaching to the Scheme Shares; (i) each Scheme Shareholder authorises Rowan and/or its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Scheme Shareholder as a member of Rowan in respect of their Scheme Shares to Ensco at its registered office; (ii) each Scheme Shareholder irrevocably appoints Ensco and/or any one or more of its directors to sign on behalf of such Scheme Shareholder such documents, and do such things, as may in the opinion of Ensco and/or any one or more of its directors be necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the relevant Scheme Shares (including, without limitation, an authority to sign any consent to short notice of a general or separate class meeting of Rowan as attorney and/or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or execute a form of proxy in respect of such Scheme Shares appointing any person nominated by Ensco and/or any one or more of its directors to attend general and separate class meetings of Rowan (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and (iii) each Scheme Shareholder [irrevocably] agrees not to exercise any voting rights or any other rights attaching to the relevant Scheme Shares without the consent of Ensco and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of Rowan.