Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. (a) The Company Board, at a meeting duly called and held, has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the Company Shareholder Approval, to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company and Merger Sub, as applicable, and the consummation by the Company and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of the Company and Merger Sub, as applicable, subject, in the case of the Company, to the Company Shareholder Approval. The consummation by Intermediate Holdco and ECRC of the Transactions have been duly authorized by all necessary corporate action on the part of Intermediate Holdco and ECRC, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC are necessary to consummate the Transactions. This Agreement has been duly executed and delivered by each of Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by GX, constitutes the legal, valid and binding obligation of each of the Company and Merger Sub, enforceable against each of Company and Merger Sub in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, T-Mobile has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject only to the Company Shareholder T-Mobile Stockholder Approval, to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company and Merger Sub, as applicable, T-Mobile and the consummation by the Company and Merger Sub T-Mobile of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and Merger Sub, as applicableT-Mobile, subject, in the case of the CompanyT-Mobile Share Issuance and the T-Mobile Charter Amendment, to the T-Mobile Stockholder Approval, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company Shareholder Approvalpursuant to Section 6.18. The consummation Board of Directors of T-Mobile (at a meeting duly called and held) has, by Intermediate Holdco the unanimous vote of all directors of T-Mobile, duly adopted resolutions: (A) approving and ECRC declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the Transactions T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly authorized called and held) has, by all necessary corporate action on unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the part of Intermediate Holdco transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and ECRCthe T-Mobile Share Issuance, as applicableare advisable and fair to, and no in the best interests of, all of the stockholders of T-Mobile (including such stockholders other corporate proceedings on than DT and its affiliates (other than T-Mobile and its subsidiaries)), and (B) recommending the part submission of Intermediate Holdco this Agreement to the full Board of Directors of T-Mobile and ECRC are necessary to consummate the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobile. This Agreement has been duly executed and delivered by each of Company and Merger Sub T-Mobile and, assuming the due authorization, execution and delivery of this Agreement by GXthe other parties hereto, constitutes the legal, valid and binding obligation of each of the Company and Merger SubT-Mobile, enforceable against each of Company and Merger Sub T-Mobile in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the except that such enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, Janus has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the Company Shareholder ApprovalJanus Stockholder Approval (as defined herein), to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company and Merger Sub, as applicable, Janus and the consummation by the Company and Merger Sub Janus of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company and Merger SubJanus, as applicable, subject, subject (in the case of the Company, Merger) to the Company Shareholder ApprovalJanus Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The consummation Board of Directors of Janus (at a meeting duly called and held) has, by Intermediate Holdco the unanimous vote of all directors of Janus: (a) determined that entering this Agreement and ECRC of consummating the Transactions have been duly authorized by all necessary corporate action on the part of Intermediate Holdco Transactions, are advisable and ECRC, as applicablefair to, and no other corporate proceedings on in the part best interests of, Janus and its stockholders; (b) authorized and approved the execution, delivery and performance of Intermediate Holdco this Agreement and ECRC are necessary to consummate each Ancillary Agreement by Janus and approved the Transactions; and (c) recommended the adoption of this Agreement by the holders of Janus Common Stock and directed that this Agreement be submitted for consideration by Janus’s stockholders at the Janus Stockholders Meeting (as defined in Section 6.4), and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereof. This Agreement and each Ancillary Agreement has been duly executed and delivered by each of Company and Merger Sub Janus and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by GXXxxxxxxxx and any other party thereto, constitutes the legal, valid and binding obligation of each of the Company and Merger SubJanus, enforceable against each of Company and Merger Sub Janus in accordance with its terms, except that (A) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiB) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party Statutory Merger Agreement and, subject to the Company Shareholder ApprovalApproval and the filing of the Merger Application with the Registrar, to consummate the Transactions. Subject to , including the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the TransactionsMerger. The execution and delivery of this Agreement and the applicable Ancillary Agreements Statutory Merger Agreement by the Company and Merger Sub, as applicable, and the consummation by the Company and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company and Merger SubCompany, as applicable, subject, subject (in the case of the Company, Merger) to the Company Shareholder ApprovalApproval and the filing of the Merger Application with the Registrar. The consummation by Intermediate Holdco and ECRC Board of Directors of the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company: (a) determined that the Exchange Ratio constitutes fair value for the Company Common Shares in accordance with the Bermuda Companies Act; (b) determined that entering this Agreement and the Statutory Merger Agreement and consummating the Transactions have been duly authorized are advisable and in the best interests of the Company; (c) approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by all necessary corporate action on the part Company and approved the Merger; and (d) recommended the approval and adoption of Intermediate Holdco and ECRC, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC are necessary to consummate the Transactions, this Agreement and the Statutory Merger Agreement by the holders of Company Common Shares and directed that this Agreement and the Statutory Merger Agreement be submitted for consideration by the Company’s shareholders at the Company Shareholders Meeting, and, subject to Section 5.2(c) and Section 5.2(e) such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by each of the Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by GXParent, constitutes the legal, valid and binding obligation of each of the Company and Merger SubCompany, enforceable against each of the Company and Merger Sub in accordance with its terms, except that (A) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiB) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, Sprint has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject only to the Company Shareholder Sprint Stockholder Approval, to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company and Merger Sub, as applicable, Sprint and the consummation by the Company and Merger Sub Sprint of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and Merger Sub, as applicableSprint, subject, in the case of the CompanyMerger, to the Company Shareholder ApprovalSprint Stockholder Approval and the filing of the Merger Certificate pursuant to the DGCL. The consummation Board of Directors of Sprint (at a meeting duly called and held) has, by Intermediate Holdco the unanimous vote of all directors of Sprint, duly adopted resolutions: (A) approving and ECRC declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, are fair to, and in the best interests of, Sprint and the stockholders of Sprint, (C) recommending the adoption of this Agreement to the stockholders of Sprint (the “Sprint Board Recommendation”) and (D) directing that this Agreement be submitted to the stockholders of Sprint for adoption, which resolutions have not been rescinded, modified or withdrawn in any way as of the Transactions have been date of this Agreement. A committee of the Board of Directors of Sprint consisting solely of independent directors of Sprint (the “Sprint Independent Committee”) (at a meeting duly authorized called and held) has, by all necessary corporate action on unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the part of Intermediate Holdco transactions contemplated hereby, including the Merger Transactions, are advisable and ECRC, as applicablefair to, and no in the best interests of, all of the stockholders of Sprint (including such stockholders other corporate proceedings on than the part SoftBank Parties), and (B) recommending the submission of Intermediate Holdco this Agreement to the full Board of Directors of Sprint and ECRC are necessary to consummate the approval this Agreement and the transactions contemplated hereby, including the Merger Transactions, by the full Board of Directors of Sprint. This Agreement has been duly executed and delivered by each of Company and Merger Sub Sprint and, assuming the due authorization, execution and delivery of this Agreement by GXthe other parties hereto, constitutes the legal, valid and binding obligation of each of the Company and Merger SubSprint, enforceable against each of Company and Merger Sub Sprint in accordance with its terms, except that such enforcement may be subject to (iA) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiB) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, OPCH has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party Merger Sub Stockholder Approval and, subject to the Company Shareholder ApprovalOPCH Stockholder Approvals, to perform its obligations hereunder and to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and by OPCH, the applicable Ancillary Agreements performance by the Company and Merger Sub, as applicable, OPCH of its obligations hereunder and the consummation by the Company and Merger Sub OPCH of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and Merger Sub, as applicableOPCH, subject, in the case of the CompanyOPCH Share Issuance and the OPCH Charter Amendment, to the Company Shareholder ApprovalOPCH Stockholder Approvals. The consummation Board of Directors of OPCH (at a meeting duly called and held) has, by Intermediate Holdco the majority vote of all directors of OPCH, (A) approved and ECRC declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, the OPCH Share Issuance and the OPCH Charter Amendment, on the terms and subject to the conditions set forth in this Agreement, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, the OPCH Share Issuance and the OPCH Charter Amendment are fair to, and in the best interests of, OPCH and the stockholders of OPCH, (C) resolved to recommend the approval of the Transactions have been duly authorized by all necessary corporate action OPCH Share Issuance and the adoption of the OPCH Charter Amendment to the stockholders of OPCH, on the part of Intermediate Holdco terms and ECRC, as applicablesubject to the conditions set forth in this Agreement, and no other corporate proceedings on (D) directed that the part OPCH Share Issuance and the OPCH Charter Amendment be submitted to the stockholders of Intermediate Holdco OPCH for approval or adoption, respectively, at the OPCH Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 5.3(b) and ECRC are necessary to consummate the TransactionsSection 5.3(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by each of Company and Merger Sub OPCH and, assuming the due authorization, execution and delivery of this Agreement by GXAmedisys, constitutes the legal, valid and binding obligation of each of the Company and Merger SubOPCH, enforceable against each of Company and Merger Sub OPCH in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to except for the enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company BoardSibelco, at a meeting duly called and heldParent, has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company Merger Sub and Merger Sub has the LLC have all requisite corporate or other applicable power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the Company Shareholder Approval, to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company Sibelco, Parent, Merger Sub and Merger Sub, as applicable, Sub LLC and the consummation by the Company Sibelco, Parent, Merger Sub and Merger Sub LLC of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company Sibelco, Parent, Merger Sub and Merger SubSub LLC, subject to the filing of the Certificate of Merger and the Second Certificate of Merger (as applicable) with the Secretary of State of the State of Delaware. The Board of Directors of Parent (at a meeting duly called and held) has, subjectby the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and consummating the Transactions, are advisable and fair to, and in the case best interests of, Parent and its shareholders, Merger Sub and Merger Sub LLC; and (b) authorized and approved the execution, delivery and performance of the Company, to the Company Shareholder Approval. The consummation this Agreement and each Ancillary Agreement by Intermediate Holdco Parent and ECRC of the Transactions have been duly authorized by all necessary corporate action on the part of Intermediate Holdco and ECRC, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC are necessary to consummate approved the Transactions, and, such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and each Ancillary Agreement has been duly executed and delivered by each of Company Sibelco, Parent, Merger Sub and Merger Sub LLC and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by GXthe Company and any other party thereto, constitutes the legal, valid and binding obligation of each of the Company Parent, Merger Sub and Merger SubSub LLC, enforceable against each of Company Sibelco, Parent, Merger Sub and Merger Sub LLC in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to except for the enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, Amedisys has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the Company Shareholder Amedisys Stockholder Approval, to consummate the Transactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco perform its obligations hereunder and ECRC has the requisite corporate power and authority to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and by Amedisys, the applicable Ancillary Agreements performance by the Company and Merger Sub, as applicable, Amedisys of its obligations hereunder and the consummation by the Company and Merger Sub Amedisys of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and Merger Sub, as applicableAmedisys, subject, in the case of the CompanyMerger, to the Company Shareholder Amedisys Stockholder Approval. The consummation Board of Directors of Amedisys (at a meeting duly called and held) has, by Intermediate Holdco the unanimous vote of all directors of Amedisys, (A) approved and ECRC declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, Amedisys and the stockholders of Amedisys, (C) resolved to recommend the adoption of this Agreement to the stockholders of Amedisys, on the terms and subject to the conditions set forth in this Agreement, (D) directed that this Agreement be submitted to the stockholders of Amedisys for adoption at the Amedisys Stockholders Meeting and (E) approved the termination of the Transactions OPCH Agreement and, except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been duly authorized by all necessary corporate action on the part of Intermediate Holdco and ECRCrescinded, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC are necessary to consummate the Transactionsmodified or withdrawn in any way. This Agreement has been duly executed and delivered by each of Company and Merger Sub Amedisys and, assuming the due authorization, execution and delivery of this Agreement by GXParent and Merger Sub, constitutes the legal, valid and binding obligation of each of the Company and Merger SubAmedisys, enforceable against each of Company and Merger Sub Amedisys in accordance with its terms, except that (1) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii2) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company Parent and Merger Sub has the have all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject (in the case of the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), the name change of “Markit Ltd.” to “IHS Markit Ltd.” (the “Parent Name Change”) and the Parent Amended Bye-laws) to the Company Parent Shareholder ApprovalApprovals and (in the case of Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the Transactions. Subject to , including the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the TransactionsMerger. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company Parent and Merger Sub, as applicable, Sub and the consummation by the Company Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company Parent and Merger Sub, as applicable, subject, subject (in the case of the CompanyParent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws) to the Company Parent Shareholder ApprovalApprovals and (in the case of Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The consummation Board of Directors of Parent (at a meeting duly called and held) has, by Intermediate Holdco the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and ECRC consummating the Transactions, including the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws, are advisable and fair to, and in the best interests of, Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement by Parent and approved the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws; and (c) recommended that the shareholders of Parent vote in favor of the Transactions approval of the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws, and, subject to ‎Section 5.3(b), such resolutions have not been duly authorized by all necessary corporate action on the part of Intermediate Holdco and ECRCrescinded, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC are necessary to consummate the Transactionsmodified or withdrawn in any way. This Agreement has been duly executed and delivered by each of Company Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by GXthe Company, constitutes the legal, valid and binding obligation of each of the Company Parent and Merger Sub, enforceable against each of Company Parent and Merger Sub in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to except for the enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (ai) The Company Board, at a meeting duly called and held, has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company Parent and Merger Sub has the have all requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject (in the case of the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), the name change of “Markit Ltd.” to “IHS Markit Ltd.” (the “Parent Name Change”) and the Parent Amended Bye-laws) to the Company Parent Shareholder ApprovalApprovals and (in the case of Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the Transactions. Subject to , including the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the TransactionsMerger. The execution and delivery of this Agreement and the applicable Ancillary Agreements by the Company Parent and Merger Sub, as applicable, Sub and the consummation by the Company Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company Parent and Merger Sub, as applicable, subject, subject (in the case of the CompanyParent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws) to the Company Parent Shareholder ApprovalApprovals and (in the case of Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The consummation Board of Directors of Parent (at a meeting duly called and held) has, by Intermediate Holdco the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and ECRC consummating the Transactions, including the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws, are advisable and fair to, and in the best interests of, Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement by Parent and approved the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws; and (c) recommended that the shareholders of Parent vote in favor of the Transactions approval of the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws, and, subject to Section 5.3(b), such resolutions have not been duly authorized by all necessary corporate action on the part of Intermediate Holdco and ECRCrescinded, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC are necessary to consummate the Transactionsmodified or withdrawn in any way. This Agreement has been duly executed and delivered by each of Company Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by GXthe Company, constitutes the legal, valid and binding obligation of each of the Company Parent and Merger Sub, enforceable against each of Company Parent and Merger Sub in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to except for the enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (a) The Company Board, at a meeting duly called and held, has approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to except for the receipt of the Company Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. Subject The affirmative vote of the holders of a majority of the outstanding Company Shares having the right to vote is the only vote of the holders of the Company’s Shares required in connection with the consummation of the Merger (the “Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions”). The execution Company Board at a duly called and held meeting, at which all directors of the Company were present and voting in favor, has, pursuant to duly and unanimously adopted resolutions (which, as of the Agreement Date, have not been rescinded, modified or withdrawn in any way): (i) determined that the Merger and the other transactions contemplated hereby are fair and in the best interests of the Company and its shareholders, and declared it advisable to enter into this Agreement; (ii) approved the execution, delivery and performance of this Agreement and the applicable Ancillary Agreements by the Company and Merger Sub, as applicable, and the consummation by the Company and Merger Sub of the Transactions have been duly authorized by transactions contemplated hereby, including the Merger; (iii) taken all actions necessary corporate action so that the restrictions on business combinations and shareholder vote requirements contained in the part MBCA and any other applicable Law with respect to “moratorium,” “control share acquisition,” “business combination,” “fair price,” or other form of anti-takeover Laws that may purport to be applicable will not apply with respect to or as a result of the Merger, this Agreement or the transactions contemplated hereby; and (iv) subject to Section 5.3, resolved to recommend that the Shareholders of the Company and Merger Sub, as applicable, subject, vote in the case favor of the Company, to adoption of this Agreement and the Merger at the Company Shareholders Meeting. Except for the Company Shareholder Approval. The consummation by Intermediate Holdco Approval and ECRC the filing of the Transactions have been duly authorized by all necessary corporate action on Certificate of Merger with the part of Intermediate Holdco and ECRCMichigan LARA, as applicable, and no other corporate proceedings on the part of Intermediate Holdco and ECRC the Company are necessary to consummate authorize the Transactionsconsummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by GX, constitutes the legal, valid and binding obligation agreement of each of the Company Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each of the Company and Merger Sub in accordance with its terms, subject to (i) applicable except where such enforceability may be limited by bankruptcy, insolvency, examinershipreorganization, preference, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) the fact that equitable remedies of specific performance creditors and injunctive and other forms by general principles of equitable relief may be subject to equitable defenses and to the discretion equity regardless of the court before which any whether enforcement is considered in a proceeding therefor may be brought (collectively, the “Enforceability Exceptions”)in equity or Law.