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

Corporate Authority; Non-contravention. (i) Xxxxxxxxx and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of Xxxxxxxxx) to the Xxxxxxxxx Shareholder Approvals 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. The execution and delivery of this Agreement by Xxxxxxxxx and Merger Sub and the consummation by Xxxxxxxxx and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxxxx and Merger Sub, subject (in the case of Xxxxxxxxx) to the Xxxxxxxxx Shareholder Approvals 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 to the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Xxxxxxxxx (at a meeting duly called and held) has, by the unanimous vote of all directors of Xxxxxxxxx: (a) determined that entering this Agreement and consummating the Transactions, are advisable and fair to, and in the best interests of, Xxxxxxxxx and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by Xxxxxxxxx and approved the Transactions; (c) recommended that the shareholders of Xxxxxxxxx vote in favor of the approval of the Transactions (the Xxxxxxxxx Board Recommendation); and (d) determined to include the Xxxxxxxxx Board Recommendation, together with the resolutions to effect such approval, in the Xxxxxxxxx Shareholder Circular, and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereof.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 Xxxxxxxxx and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Janus and any other party thereto, constitutes the legal, valid and binding obligation of Xxxxxxxxx and Merger Sub, enforceable against Xxxxxxxxx and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and each Ancillary Agreement by Xxxxxxxxx and Merger Sub do not, and the consummation of the Transactions, and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amendment or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx or any of its subsidiaries, under: (A) the Xxxxxxxxx Memorandum of Association or the Xxxxxxxxx Articles or the comparable organizational documents of any of its subsidiaries, (B) any Contract to which Xxxxxxxxx or any of its subsidiaries is a party or by which Xxxxxxxxx, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.2(b)(iii), any Applicable Laws applicable to Xxxxxxxxx or any of its subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (B) and (C) any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx or (2) prevent or materially delay the consummation of any of the Transactions. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Xxxxxxxxx, Merger Sub or any other subsidiaries of Xxxxxxxxx in connection with the execution and delivery of this Agreement or any Ancillary Agreement by Xxxxxxxxx or Merger Sub or the consummation by Xxxxxxxxx or Merger Sub of the Transactions, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) the Xxxxxxxxx US Prospectus, (y) the Registration Statement and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (C) the filing with, and the approval by, the FCA and the ASX of the Xxxxxxxxx Shareholder Circular and any Xxxxxxxxx UK Prospectus; (D) compliance with the rules and regulations of the London Stock Exchange, the ASX and the FCA; (E) the filing of the Certificate of Merger with the Secretary of State of the state of Delaware and appropriate documents with the relevant authorities of other states in which Xxxxxxxxx and Janus or their respective subsidiaries are qualified to do business; (F) such filings with and approvals of the Exchange to permit the Xxxxxxxxx Ordinary Shares that are to be issued in the Merger to be listed on the Exchange; (G) the obtaining by Xxxxxxxxx of pre-approval from the Monetary Authority of Singapore to entering into this agreement pursuant to section 97A of the Securities and Futures Act (Cap. 289); (H) the JFSC Approvals and Consents; and (I) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Xxxxxxxxx Parent and Merger Sub have all requisite corporate power and authority to enter into execute and deliver this Agreement and the Statutory Merger Agreement and, subject (1) in the case of Xxxxxxxxx) the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), to the Xxxxxxxxx Parent Shareholder Approvals Approval and (2) in the case of Merger Sub) , to the and the filing of the Merger Application with the Registrar and the approval and adoption of this Agreement and the Statutory Merger Agreement by Merger Sub’s sole shareholder (which approval and adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the Statutory Merger Agreement by Xxxxxxxxx Parent and Merger Sub and the consummation by Xxxxxxxxx Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxxxx Parent and Merger Sub, subject (in the case of Xxxxxxxxxthe Parent Share Issuance) to the Xxxxxxxxx Parent Shareholder Approvals Approval and (in the case of Merger Sub) to the filing of the Merger Application with the Registrar and the approval and adoption of this Agreement by Merger Sub’s sole shareholder (which approval and adoption shall occur immediately after the execution and delivery of this Agreement) and to the filing of the Certificate of Merger with the Secretary of State of the state of Delaware). The Board of Directors of Xxxxxxxxx Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of XxxxxxxxxParent: (a) determined that entering this Agreement and the Statutory Merger Agreement and consummating the Transactions, including the Parent Share Issuance, are advisable and fair to, and in the best interests of, Xxxxxxxxx Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary the Statutory Merger Agreement by Xxxxxxxxx Parent and approved the TransactionsParent Share Issuance; and (c) recommended that the shareholders of Xxxxxxxxx vote in favor of Parent approve the approval of the Transactions (the Xxxxxxxxx Board RecommendationParent Share Issuance, and, subject to Section 5.3(c) and Section 5.3(e); and (d) determined to include the Xxxxxxxxx Board Recommendation, together with the resolutions to effect such approval, in the Xxxxxxxxx Shareholder Circular, and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereofway. This Agreement and each Ancillary Agreement has been duly executed and delivered by Xxxxxxxxx Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Janus and any other party theretothe Company, constitutes the legal, valid and binding obligation of Xxxxxxxxx Parent and Merger Sub, enforceable against Xxxxxxxxx Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and each Ancillary the Statutory Merger Agreement by Xxxxxxxxx Parent and Merger Sub do not, and the consummation of the Transactions, Transactions and compliance with the provisions of this Agreement and the Statutory Merger Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amendment cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx Parent or any of its subsidiaries, under: under (A) the Xxxxxxxxx Memorandum Parent Certificate of Association Incorporation or the Xxxxxxxxx Articles Parent Bylaws or the comparable organizational documents of any of its subsidiaries, (B) any Contract loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Xxxxxxxxx Parent or any of its subsidiaries is a party or by which XxxxxxxxxParent, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.2(b)(iii), any Applicable Laws judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Xxxxxxxxx Parent or any of its subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (B) and (C) ), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx Parent or (2) prevent or materially delay the consummation of any of the Transactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to XxxxxxxxxParent, Merger Sub or any other subsidiaries of Xxxxxxxxx Parent in connection with the execution and delivery of this Agreement or any Ancillary the Statutory Merger Agreement by Xxxxxxxxx or Merger Sub Parent or the consummation by Xxxxxxxxx or Merger Sub Parent of the Transactions, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Xxxxxxxxx US ProspectusParent Shareholders Meeting, (y) the Registration Statement Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement, the Statutory Merger Agreement and the Transactions; (C) the filing with, and of (x) the approval by, the FCA and the ASX of the Xxxxxxxxx Shareholder Circular and any Xxxxxxxxx UK Prospectus; (D) compliance Merger Application with the rules Registrar pursuant to the Bermuda Companies Act and regulations of the London Stock Exchange, the ASX and the FCA; (Ey) the filing of the Certificate of Merger with the Secretary of State of the state of Delaware and appropriate documents with the relevant authorities of other states in which Xxxxxxxxx Parent and Janus the Company or their respective subsidiaries are qualified to do business; (FD) the approval of the United Kingdom Financial Conduct Authority in respect of the acquisition of equity securities of the entities set forth on Section 4.2(b)(iii)(D) of the Parent Disclosure Letter in connection with the Merger; (E) such filings with and approvals of the Exchange NYSE to permit the Xxxxxxxxx Ordinary Parent Common Shares that are to be issued in the Merger to be listed on the Exchange; (G) the obtaining by Xxxxxxxxx of pre-approval from the Monetary Authority of Singapore to entering into this agreement pursuant to section 97A of the Securities and Futures Act (Cap. 289); (H) the JFSC Approvals and ConsentsNYSE; and (IF) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx Parent or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Xxxxxxxxx Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of Xxxxxxxxxthe 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 Xxxxxxxxx Parent Shareholder Approvals 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, including the Merger. The execution and delivery of this Agreement by Xxxxxxxxx Parent and Merger Sub and the consummation by Xxxxxxxxx Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxxxx Parent and Merger Sub, subject (in the case of Xxxxxxxxxthe Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws) to the Xxxxxxxxx Parent Shareholder Approvals 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 to the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Xxxxxxxxx Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of XxxxxxxxxParent: (a) determined that entering this Agreement and 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, Xxxxxxxxx Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by Xxxxxxxxx Parent and approved the TransactionsParent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws; and (c) recommended that the shareholders of Xxxxxxxxx Parent vote in favor of the approval of the Transactions (Parent Share Issuance, the Xxxxxxxxx Board RecommendationParent Name Change and the Parent Amended Bye-laws, and, subject to ‎Section 5.3(b); and (d) determined to include the Xxxxxxxxx Board Recommendation, together with the resolutions to effect such approval, in the Xxxxxxxxx Shareholder Circular, and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereofway. This Agreement and each Ancillary Agreement has been duly executed and delivered by Xxxxxxxxx Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Janus and any other party theretothe Company, constitutes the legal, valid and binding obligation of Xxxxxxxxx Parent and Merger Sub, enforceable against Xxxxxxxxx Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and each Ancillary Agreement by Xxxxxxxxx Parent and Merger Sub do not, and the consummation of the Transactions, Transactions and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amendment cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx Parent or any of its subsidiaries, under: under (A) the Xxxxxxxxx Parent Memorandum of Association or the Xxxxxxxxx Articles Parent Bye-laws or the comparable organizational documents of any of its subsidiaries, (B) any Contract loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Xxxxxxxxx Parent or any of its subsidiaries is a party or by which XxxxxxxxxParent, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.2(b)(iii)clause (iii) below, any Applicable Laws judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Xxxxxxxxx Parent or any of its subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (B) and (C) ), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx Parent or (2) prevent or materially delay the consummation of any of the Transactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to XxxxxxxxxParent, Merger Sub or any other subsidiaries of Xxxxxxxxx Parent in connection with the execution and delivery of this Agreement or any Ancillary Agreement by Xxxxxxxxx or Merger Sub Parent or the consummation by Xxxxxxxxx or Merger Sub Parent of the Transactions, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Xxxxxxxxx US ProspectusParent Shareholders Meeting (as defined in ‎Section 6.1(c)), (y) the Registration Statement Form F-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (C) the filing with, and the approval by, the FCA and the ASX of the Xxxxxxxxx Shareholder Circular and any Xxxxxxxxx UK Prospectus; (D) compliance with the rules and regulations of the London Stock Exchange, the ASX and the FCA; (E) the filing of the Certificate of Merger with the Secretary of State of the state of Delaware and appropriate documents with the relevant authorities of other states in which Xxxxxxxxx Parent and Janus the Company or their respective subsidiaries are qualified to do business; (FD) such filings with and approvals of the Exchange to permit the Xxxxxxxxx Ordinary Parent Common Shares that are to be issued in the Merger to be listed on the Exchange; (G) the obtaining by Xxxxxxxxx of pre-approval from the Monetary Authority of Singapore to entering into this agreement pursuant to section 97A of the Securities and Futures Act (Cap. 289); (H) the JFSC Approvals and Consents; and (IE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx Parent or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Xxxxxxxxx Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of Xxxxxxxxxthe 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 Xxxxxxxxx Parent Shareholder Approvals 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, including the Merger. The execution and delivery of this Agreement by Xxxxxxxxx Parent and Merger Sub and the consummation by Xxxxxxxxx Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxxxx Parent and Merger Sub, subject (in the case of Xxxxxxxxxthe Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws) to the Xxxxxxxxx Parent Shareholder Approvals 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 to the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Xxxxxxxxx Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of XxxxxxxxxParent: (a) determined that entering this Agreement and 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, Xxxxxxxxx Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by Xxxxxxxxx Parent and approved the TransactionsParent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws; and (c) recommended that the shareholders of Xxxxxxxxx Parent vote in favor of the approval of the Transactions (Parent Share Issuance, the Xxxxxxxxx Board RecommendationParent Name Change and the Parent Amended Bye-laws, and, subject to Section 5.3(b); and (d) determined to include the Xxxxxxxxx Board Recommendation, together with the resolutions to effect such approval, in the Xxxxxxxxx Shareholder Circular, and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereofway. This Agreement and each Ancillary Agreement has been duly executed and delivered by Xxxxxxxxx Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Janus and any other party theretothe Company, constitutes the legal, valid and binding obligation of Xxxxxxxxx Parent and Merger Sub, enforceable against Xxxxxxxxx Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and each Ancillary Agreement by Xxxxxxxxx Parent and Merger Sub do not, and the consummation of the Transactions, Transactions and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amendment cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx Parent or any of its subsidiaries, under: under (A) the Xxxxxxxxx Parent Memorandum of Association or the Xxxxxxxxx Articles Parent Bye-laws or the comparable organizational documents of any of its subsidiaries, (B) any Contract loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Xxxxxxxxx Parent or any of its subsidiaries is a party or by which XxxxxxxxxParent, any of its subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.2(b)(iii)clause (iii) below, any Applicable Laws judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Xxxxxxxxx Parent or any of its subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (B) and (C) ), any such conflicts, violations, defaults, rights, losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx Parent or (2) prevent or materially delay the consummation of any of the Transactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to XxxxxxxxxParent, Merger Sub or any other subsidiaries of Xxxxxxxxx Parent in connection with the execution and delivery of this Agreement or any Ancillary Agreement by Xxxxxxxxx or Merger Sub Parent or the consummation by Xxxxxxxxx or Merger Sub Parent of the Transactions, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Xxxxxxxxx US ProspectusParent Shareholders Meeting (as defined in Section 6.1(c)), (y) the Registration Statement Form F-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (C) the filing with, and the approval by, the FCA and the ASX of the Xxxxxxxxx Shareholder Circular and any Xxxxxxxxx UK Prospectus; (D) compliance with the rules and regulations of the London Stock Exchange, the ASX and the FCA; (E) the filing of the Certificate of Merger with the Secretary of State of the state of Delaware and appropriate documents with the relevant authorities of other states in which Xxxxxxxxx Parent and Janus the Company or their respective subsidiaries are qualified to do business; (FD) such filings with and approvals of the Exchange to permit the Xxxxxxxxx Ordinary Parent Common Shares that are to be issued in the Merger to be listed on the Exchange; (G) the obtaining by Xxxxxxxxx of pre-approval from the Monetary Authority of Singapore to entering into this agreement pursuant to section 97A of the Securities and Futures Act (Cap. 289); (H) the JFSC Approvals and Consents; and (IE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Xxxxxxxxx Parent or (2) prevent or materially delay the consummation of any of the Transactions.