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

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Sub has all requisite corporate power and authority to enter into this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (and, in the case of the Buyer, thereby). The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in the case of the Buyer, thereby) have been duly authorized by the boards of directors of the Buyer and Sub and by the Buyer as the sole stockholder of Sub, and no other corporate proceedings on the part of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and Sub and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of the Buyer and Sub (in the case of Sub, solely with respect to this Agreement), enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer Parent and Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement (and, in subject to obtaining the case necessary approval of the Buyershareholders of the Parent as referred to in Section 6.3(b) (the “Parent Shareholder Approval”), the Escrow Agreement 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 Registration Rights Agreement)London Stock Exchange plc (the “LSE”) agreeing to admit such Parent Ordinary Shares to trading on the LSE’s market for listed securities, to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (and, in the case of the Buyer, thereby)by this Agreement. The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in by this Agreement by the case of Parent and the Buyer, thereby) Transitory Subsidiary have been duly authorized by all necessary corporate action on the boards part of directors each of the Buyer Parent and Sub the Transitory Subsidiary and the approval of the Board of Directors of the Parent (the “Parent Board”)), subject only to the required receipt of the Parent Shareholder Approval and adoption of this Agreement by the Buyer Parent in its capacity as the sole stockholder of Sub, and no other corporate proceedings on the part of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub to consummate the transactions contemplated herebyTransitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer Parent and Sub the Transitory Subsidiary and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of each of the Buyer Parent and Sub (in the case of Sub, solely with respect to this Agreement)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 Buyer Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (and, in the case of the Buyer, thereby). The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in the case of the Buyer, thereby) have been duly authorized by the boards of directors of the Buyer and Sub and by the Buyer as the sole stockholder of Sub, and no other corporate proceedings on the part of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub 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 the Buyer each of Parent and Merger Sub and constitutes (and, assuming the Escrow due authorization, execution, and delivery of this Agreement and the Registration Rights Agreementby Company, when executed and delivered by the Buyer will constitute) constitutes the valid and binding obligation of the Buyer each of Parent and Sub (in the case of Merger Sub, solely with respect to this Agreement), enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer Parent and Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement (and, in subject only to the case effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Buyer, Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the Escrow Agreement and the Registration Rights execution of this Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (andthe “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the case best interests of the BuyerParent and its stockholders, thereby)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 each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in by this Agreement by the case of Parent and the Buyer, thereby) Transitory Subsidiary have been duly authorized by all necessary corporate action on the boards part of directors each of the Buyer Parent and Sub and the Transitory Subsidiary (other than the adoption of this Agreement by the Buyer Parent in its capacity as the sole stockholder of Subthe Transitory Subsidiary, which shall occur immediately after the execution and no other corporate proceedings on the part delivery of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub to consummate the transactions contemplated herebyAgreement). This Agreement has been duly executed and delivered by each of the Buyer Parent and Sub the Transitory Subsidiary and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of each of the Buyer Parent and Sub (in the case of Sub, solely with respect to this Agreement)Transitory Subsidiary, enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the board of directors of the Buyer (andthe "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 case best interests of the Buyer and its stockholders and (ii) resolved to recommend the Buyer Voting Proposal to the Buyer, thereby)'s stockholders. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Sub of this Agreement the Transitory Subsidiary (and, in including the case approval of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in the case of the Buyer, thereby) have been duly authorized by the boards of directors of the Buyer and Sub and Merger by the Buyer in its capacity as the sole stockholder of Subthe Transitory Subsidiary), and no other corporate proceedings on subject only to the part approval of the Buyer or Sub are necessary to authorize this Agreement or for Voting Proposal (as defined in Section 6.5(b)) by the Buyer or Sub to consummate stockholders of the transactions contemplated herebyBuyer. This Agreement has been duly executed and delivered by each of the Buyer and Sub the Transitory Subsidiary and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of each of the Buyer and Sub (in the case of Sub, solely with respect to this Agreement)Transitory Subsidiary, enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent, the Buyer and Sub the Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (and, in the case of the Buyer, thereby)by this Agreement. The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (andby this Agreement by Parent, in the case of Buyer and the Buyer, thereby) Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the boards part of directors each of Parent, the Buyer and Sub and the Acquisition Subsidiary (including the approval of the Merger by the Buyer Parent in its capacity as the sole stockholder of Subthe Acquisition Subsidiary), and no other corporate or stockholder proceedings on the part of Parent, the Buyer or Sub the Acquisition Subsidiary are necessary to authorize this Agreement or for the Buyer or Sub and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent, the Buyer and Sub the Acquisition Subsidiary and constitutes (andassuming due authorization, the Escrow execution and delivery of this Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constituteCompany and S Sub) constitutes the legal, valid and binding obligation of each of Parent, the Buyer and Sub (in the case of Sub, solely with respect to this Agreement)Acquisition Subsidiary, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other 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 Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement (and, in subject to the case adoption of this Agreement by the Buyer as sole shareholder of the Buyer, Transitory Subsidiary (which shall occur immediately after the Escrow Agreement execution and the Registration Rights delivery of this Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby by this Agreement. The board of directors of the Transitory Subsidiary has (and, i) deemed the Merger advisable and in the case best interests of the Transitory Subsidiary and the Buyer, thereby)as the Transitory Subsidiary’s sole shareholder, (ii) approved this Agreement and the Merger in accordance with the MBCA upon the terms and subject to the conditions set forth herein and (iii) recommended the adoption of this Agreement by the Buyer, as the Transitory Subsidiary’s sole shareholder. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Sub the Transitory Subsidiary, subject to the adoption of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in the case of the Buyer, thereby) have been duly authorized by the boards of directors of the Buyer and Sub and by the Buyer as the sole stockholder of Sub, and no other corporate proceedings on the part shareholder of the Buyer or Sub are necessary to authorize Transitory Subsidiary (which shall occur immediately after the execution and delivery of this Agreement or for the Buyer or Sub to consummate the transactions contemplated herebyAgreement). This Agreement has been duly executed and delivered by each of the Buyer and Sub the Transitory Subsidiary and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of each of the Buyer and Sub (in the case of Sub, solely with respect to this Agreement)Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement (and, in subject to the case adoption of this Agreement by the Buyer as sole stockholder of the Buyer, Transitory Subsidiary (which shall occur immediately after the Escrow Agreement execution and the Registration Rights delivery of this Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby by this Agreement. The board of directors of the Transitory Subsidiary has (and, i) deemed the Merger advisable and in the case best interests of the Transitory Subsidiary and the Buyer, thereby)as the Transitory Subsidiary’s sole stockholder, (ii) approved this Agreement and the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein and (iii) recommended the adoption of this Agreement by the Buyer, as the Transitory Subsidiary’s sole stockholder. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Buyer and Sub the Transitory Subsidiary, subject to the adoption of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in the case of the Buyer, thereby) have been duly authorized by the boards of directors of the Buyer and Sub and by the Buyer as the sole stockholder of Sub, the Transitory Subsidiary (which shall occur immediately after the execution and no other corporate proceedings on the part delivery of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub to consummate the transactions contemplated herebyAgreement). This Agreement has been duly executed and delivered by each of the Buyer and Sub the Transitory Subsidiary and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of each of the Buyer and Sub (in the case of Sub, solely with respect to this Agreement)Transitory Subsidiary, enforceable against each of them 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 Sub the Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (and, in the case of the Buyer, thereby)by this Agreement. The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (andby this Agreement by Parent, in the case of Buyer and the Buyer, thereby) Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the boards part of directors each of Parent, the Buyer and Sub and the Acquisition Subsidiary (including the approval of the Merger by the Buyer Parent in its capacity as the sole stockholder of Subthe Acquisition Subsidiary), and no other corporate or stockholder proceedings on the part of Parent, the Buyer or Sub the Acquisition Subsidiary are necessary to authorize this Agreement or for the Buyer or Sub and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent, the Buyer and Sub the Acquisition Subsidiary and constitutes (andassuming due authorization, the Escrow execution and delivery of this Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constituteCompany and S Sub) constitutes the legal, valid and binding obligation of each of Parent, the Buyer and Sub (in the case of Sub, solely with respect to this Agreement)Acquisition Subsidiary, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other 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 Parent and Sub the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement (and, in subject to obtaining the case necessary approval of the Buyershareholders of the Parent as referred to in Section 6.3(b) (the "Parent Shareholder Approval"), the Escrow Agreement 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 Registration Rights Agreement)London Stock Exchange plc (the "LSE") agreeing to admit such Parent Ordinary Shares to trading on the LSE's market for listed securities, to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (and, in the case of the Buyer, thereby)by this Agreement. The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in by this Agreement by the case of Parent and the Buyer, thereby) Transitory Subsidiary have been duly authorized by all necessary corporate action on the boards part of directors each of the Buyer Parent and Sub the Transitory Subsidiary and the approval of the Board of Directors of the Parent (the "Parent Board")), subject only to the required receipt of the Parent Shareholder Approval and adoption of this Agreement by the Buyer Parent in its capacity as the sole stockholder of Sub, and no other corporate proceedings on the part of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub to consummate the transactions contemplated herebyTransitory Subsidiary. This Agreement has been duly executed and delivered by each of the Buyer Parent and Sub the Transitory Subsidiary and constitutes (and, the Escrow Agreement and the Registration Rights Agreement, when executed and delivered by the Buyer will constitute) the valid and binding obligation of each of the Buyer Parent and Sub (in the case of Sub, solely with respect to this Agreement)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 Buyer Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement)adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub, to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated hereby (andby this Agreement. Without limiting the generality of the foregoing, the Public Company Board, at a meeting duly called and held, by the unanimous vote of all directors in attendance, determined that the Merger is fair to, and in the case best interests of the Buyer, thereby)Public Company and its stockholders. The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated hereby (and, in the case of the Buyer, thereby) by this Agreement by Public Company and Merger Sub have been duly authorized by all necessary corporate action on the boards part of directors each of Public Company and Merger Sub, subject only to the Buyer and Sub and adoption of this Agreement by the Buyer Public Company in its capacity as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of the Buyer or Sub are necessary to authorize this Agreement or for the Buyer or Sub to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer each of Public Company and Merger Sub and constitutes (and, assuming the Escrow Agreement due execution and the Registration Rights Agreementdelivery by Mxxxxx Partner, when executed and delivered by the Buyer will constitute) constitutes the valid and binding obligation of the Buyer each of Public Company and Sub (in the case of Merger Sub, solely with respect to this Agreement), enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.