Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the adoption of this Agreement by Parent as the sole stockholder of Merger Sub), subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution, and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and Merger Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery by Parent of this Agreement and, assuming that and the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by the Parent and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and Merger Sub the Transitory Subsidiary (including other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of Merger Subthe Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement), subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by each of the Parent and Merger Sub and, assuming the due authorization, execution, Transitory Subsidiary and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of the Parent and Merger Subthe Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and, subject to the Merger Sub Shareholder Approval, to consummate the transactions contemplated herebyMerger. The Parent Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Merger are in the best interests of the Company; (ii) adopted this Agreement; and (iii) approved the Merger. The execution and delivery by Parent of this Agreement and, assuming that and the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by the Parent and Merger Xxxxxx Sub have been duly authorized by all necessary corporate action on the part of each of the Parent and Merger Sub (including Sub, subject only to the adoption of this Agreement by the Parent as the sole stockholder shareholder of Merger SubSub (the “Merger Sub Shareholder Approval”), subject only to which shall occur promptly after the approval execution and delivery of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholdersthis Agreement. This Agreement has been duly -------- executed and delivered by each of the Parent and Merger Sub and, assuming the due authorization, execution, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of each of the Parent and Merger Sub, enforceable against each of the Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent the Buyer and Merger Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, the board of directors of the Buyer (the "Buyer Board"), at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Buyer and its stockholders and (ii) resolved to recommend the Buyer Voting Proposal to the Buyer's stockholders. The execution and delivery by Parent of this Agreement and, assuming that and the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent the Buyer and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of Parent the Buyer and Merger Sub the Transitory Subsidiary (including the adoption approval of this Agreement the Merger by Parent the Buyer in its capacity as the sole stockholder of Merger Subthe Transitory Subsidiary), subject only to the approval of the issuance of Parent Common Stock Buyer Voting Proposal (as defined in the Merger (the "Parent Voting ------------- Proposal"Section 6.5(b)) by Parent stockholdersthe stockholders of the Buyer. This Agreement has been duly -------- executed and delivered by each of Parent the Buyer and Merger Sub and, assuming the due authorization, execution, Transitory Subsidiary and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of Parent the Buyer and Merger Subthe Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the adoption of this Agreement by Parent as the sole stockholder of Merger Sub), subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution, and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and Merger Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the necessary approval of the shareholders of the Parent as referred to in Section 6.3(b) (the “Parent Shareholder Approval”), the UKLA agreeing to admit all of the Parent Ordinary Shares (including those underlying the Parent ADSs) to the Official List of the UKLA and the London Stock Exchange plc (the “LSE”) agreeing to admit such Parent Ordinary Shares to trading on the LSE’s market for listed securities, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by Parent of this Agreement and, assuming that and the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by the Parent and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and Merger Sub the Transitory Subsidiary and the approval of the Board of Directors of the Parent (including the adoption of this Agreement by “Parent as the sole stockholder of Merger SubBoard”)), subject only to the approval required receipt of the issuance Parent Shareholder Approval and adoption of this Agreement by the Parent Common Stock in its capacity as the Merger (sole stockholder of the "Parent Voting ------------- Proposal") by Parent stockholdersTransitory Subsidiary. This Agreement has been duly -------- executed and delivered by each of the Parent and Merger Sub and, assuming the due authorization, execution, Transitory Subsidiary and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of the Parent and Merger Subthe Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent Parent, the Buyer and Merger Sub the Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent, the Buyer and the Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Buyer and the Acquisition Subsidiary (including the approval of the Merger by Parent in its capacity as the sole stockholder of the Acquisition Subsidiary), and no other corporate or stockholder proceedings on the part of Parent, the Buyer or the Acquisition Subsidiary are necessary to authorize this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the adoption of this Agreement by Parent as the sole stockholder of Merger Sub), subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by each of Parent Parent, the Buyer and Merger Sub and, the Acquisition Subsidiary and (assuming the due authorization, execution, execution and delivery of this Agreement by Company, the Company and S Sub) constitutes the legal, valid and binding obligation of each of Parent Parent, the Buyer and Merger Subthe Acquisition Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and Merger Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the necessary approval of the shareholders of the Parent as referred to in Section 6.3(b) (the "Parent Shareholder Approval"), the UKLA agreeing to admit all of the Parent Ordinary Shares (including those underlying the Parent ADSs) to the Official List of the UKLA and the London Stock Exchange plc (the "LSE") agreeing to admit such Parent Ordinary Shares to trading on the LSE's market for listed securities, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery by Parent of this Agreement and, assuming that and the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by the Parent and Merger Sub the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and Merger Sub the Transitory Subsidiary and the approval of the Board of Directors of the Parent (including the adoption of this Agreement by "Parent as the sole stockholder of Merger SubBoard")), subject only to the approval required receipt of the issuance Parent Shareholder Approval and adoption of this Agreement by the Parent Common Stock in its capacity as the Merger (sole stockholder of the "Parent Voting ------------- Proposal") by Parent stockholdersTransitory Subsidiary. This Agreement has been duly -------- executed and delivered by each of the Parent and Merger Sub and, assuming the due authorization, execution, Transitory Subsidiary and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of the Parent and Merger Subthe Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent and Merger S Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the board of directors of S Sub (the "S Sub Board"), by written consent of the S Sub Board, ----------- approved this Agreement and the consummation of the S Sub Transaction and the other transactions contemplated hereby. The execution and delivery by Parent of this Agreement and, assuming that and the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent and Merger S Sub have been duly authorized by all necessary corporate or other action on the part of each S Sub, and no other corporate or stockholder proceedings on the part of Parent S Sub are necessary to authorize the execution and Merger Sub (including the adoption delivery of this Agreement by Parent as or the sole stockholder of Merger Sub), subject only to the approval consummation of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholderstransactions contemplated hereby. This Agreement has been duly -------- executed and delivered by each of Parent S Sub and Merger Sub and, (assuming the due authorization, execution, execution and delivery of this Agreement by the Company, the Parent, the Buyer and the Acquisition Subsidiary) constitutes the legal, valid and binding obligation of each of Parent and Merger S Sub, enforceable in accordance with its terms, subject to the Bankruptcy except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent Parent, the Buyer and Merger Sub the Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent, the Buyer and the Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Buyer and the Acquisition Subsidiary (including the approval of the Merger by Parent in its capacity as the sole stockholder of the Acquisition Subsidiary), and no other corporate or stockholder proceedings on the part of Parent, the Buyer or the Acquisition Subsidiary are necessary to authorize this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the adoption of this Agreement by Parent as the sole stockholder of Merger Sub), subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by each of Parent Parent, the Buyer and Merger Sub and, the Acquisition Subsidiary and (assuming the due authorization, execution, execution and delivery of this Agreement by Company, the Company and S Sub) constitutes the legal, valid and binding obligation of each of Parent Parent, the Buyer and Merger Subthe Acquisition Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptionother similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Buyer Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it will be a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance by each of the Buyer and the Buyer Parent of this Agreement and, assuming that and each of the consents, approvals, orders, authorizations, registrations, declarations Ancillary Agreements to which it will be a party and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Parent hereby and Merger Sub thereby have been duly authorized by all necessary corporate action on the part of each of Parent the Buyer and Merger Sub (including the adoption of this Agreement by Parent as the sole stockholder of Merger Sub)Buyer Parent, subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholdersrespectively. This Agreement has been been, and each such Ancillary Agreement will be, duly -------- executed and delivered by each of the Buyer and the Buyer Parent and Merger Sub this Agreement is, and each such Ancillary Agreement when so duly executed and delivered by each of the Buyer and the Buyer Parent and, assuming if applicable, the due authorization, execution, and delivery of this Agreement by Company, constitutes will be, the valid and binding obligation of each of Parent the Buyer and Merger Subthe Buyer Parent, enforceable against the Buyer and the Buyer Parent, respectively, in accordance with its terms, subject to the Bankruptcy and Equity Exception.