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

Corporate Authority; Non-contravention. (i) Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement and, subject (1) in the case of the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), to the Parent Shareholder 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 Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject (in the case of the Parent Share Issuance) to the Parent Shareholder 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). The Board of Directors of Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and the Statutory Merger Agreement and consummating the Transactions, including the Parent Share Issuance, are advisable and in the best interests of, Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by Parent and approved the Parent Share Issuance; and (c) recommended that the shareholders of Parent approve the Parent Share Issuance, and, subject to Section 5.3(c) and Section 5.3(e), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and the Statutory Merger Agreement by Parent and Merger Sub do not, and the consummation of the 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 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 Parent or any of its subsidiaries, under (A) the Parent Certificate of Incorporation or the Parent Bylaws or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Parent or any of its subsidiaries is a party or by which Parent, 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 judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its subsidiaries or their respective 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 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 Parent, Merger Sub or any other subsidiaries of Parent in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent or the consummation by 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 Parent Shareholders Meeting, (y) the 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 of (x) the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (y) appropriate documents with the relevant authorities of other states in which Parent and the Company or their respective subsidiaries are qualified to do business; (D) 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 NYSE to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSE; and (F) 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 Parent or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Parent Xxxxxxxxx and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and the Statutory Merger Agreement and, subject (1) in the case of the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), Xxxxxxxxx) to the Parent Xxxxxxxxx Shareholder Approval Approvals 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 Parent Xxxxxxxxx and Merger Sub and the consummation by Parent Xxxxxxxxx and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent Xxxxxxxxx and Merger Sub, subject (in the case of the Parent Share IssuanceXxxxxxxxx) to the Parent Xxxxxxxxx Shareholder Approval Approvals 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 Parent Xxxxxxxxx (at a meeting duly called and held) has, by the unanimous vote of all directors of ParentXxxxxxxxx: (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, Parent Xxxxxxxxx and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger each Ancillary Agreement by Parent Xxxxxxxxx and approved the Parent Share IssuanceTransactions; and (c) recommended that the shareholders of Parent approve Xxxxxxxxx vote in favor of the Parent Share Issuanceapproval of the Transactions (the Xxxxxxxxx Board Recommendation); and (d) determined to include the Xxxxxxxxx Board Recommendation, andtogether with the resolutions to effect such approval, subject to Section 5.3(c) in the Xxxxxxxxx Shareholder Circular, and Section 5.3(e), such resolutions have not been rescinded, modified or withdrawn in any wayway prior to the date hereof. This Agreement and each Ancillary Agreement has been duly executed and delivered by Parent Xxxxxxxxx and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by the CompanyJanus and any other party thereto, constitutes the legal, valid and binding obligation of Parent Xxxxxxxxx and Merger Sub, enforceable against Parent Xxxxxxxxx and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and the Statutory Merger each Ancillary Agreement by Parent Xxxxxxxxx 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 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 Parent Xxxxxxxxx or any of its subsidiaries, under under: (A) the Parent Certificate Xxxxxxxxx Memorandum of Incorporation Association or the Parent Bylaws Xxxxxxxxx Articles or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization Contract to which Parent Xxxxxxxxx or any of its subsidiaries is a party or by which ParentXxxxxxxxx, 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 judgment, order, decree, statute, law, ordinance, rule or regulation Applicable Laws applicable to Parent 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 Parent Xxxxxxxxx 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 ParentXxxxxxxxx, Merger Sub or any other subsidiaries of Parent Xxxxxxxxx in connection with the execution and delivery of this Agreement or the Statutory Merger any Ancillary Agreement by Parent Xxxxxxxxx or Merger Sub or the consummation by Parent 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) a proxy statement relating to the Parent Shareholders MeetingXxxxxxxxx US Prospectus, (y) the Form S-4 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, the Statutory Merger 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; (xD) compliance with the rules and regulations of the London Stock Exchange, the ASX and the FCA; (E) the filing of the Certificate of Merger Application with the Registrar pursuant to Secretary of State of the Bermuda Companies Act state of Delaware and (y) appropriate documents with the relevant authorities of other states in which Parent Xxxxxxxxx and the Company Janus or their respective subsidiaries are qualified to do business; (D) 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; (EF) such filings with and approvals of the NYSE Exchange to permit the Parent Common Xxxxxxxxx Ordinary Shares that are to be issued in the Merger to be listed on the NYSEExchange; (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 (FI) 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 Parent Xxxxxxxxx or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Parent and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and the Statutory Merger Agreement and, subject (1) 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 Parent Shareholder Approval Approvals 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 Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject (in the case of the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws) to the Parent Shareholder Approval Approvals 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 the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and the Statutory Merger 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, Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger 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 approve vote in favor of the approval of the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws, and, subject to Section 5.3(c) and Section 5.3(e‎Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and the Statutory Merger Agreement by Parent and Merger Sub do not, and the consummation of the 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 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 Parent or any of its subsidiaries, under (A) the Parent Certificate Memorandum of Incorporation Association or the Parent Bylaws Bye-laws or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Parent or any of its subsidiaries is a party or by which Parent, 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 judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its subsidiaries or their respective 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 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 Parent, Merger Sub or any other subsidiaries of Parent in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent or the consummation by 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 Parent Shareholders MeetingMeeting (as defined in ‎Section 6.1(c)), (y) the Form S-4 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, the Statutory Merger Agreement and the Transactions; (C) the filing of (x) the Certificate of Merger Application with the Registrar pursuant to Secretary of State of the Bermuda Companies Act state of Delaware and (y) appropriate documents with the relevant authorities of other states in which Parent and the Company or their respective subsidiaries are qualified to do business; (D) 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 NYSE Exchange to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSEExchange; and (FE) 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 Parent or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Parent and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and the Statutory Merger Agreement and, subject (1) 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 Parent Shareholder Approval Approvals 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 Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject (in the case of the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws) to the Parent Shareholder Approval Approvals 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 the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and the Statutory Merger 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, Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger 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 approve vote in favor of the approval of the Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws, and, subject to Section 5.3(c) and Section 5.3(e5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions. (ii) The execution and delivery of this Agreement and the Statutory Merger Agreement by Parent and Merger Sub do not, and the consummation of the 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 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 Parent or any of its subsidiaries, under (A) the Parent Certificate Memorandum of Incorporation Association or the Parent Bylaws Bye-laws or the comparable organizational documents of any of its subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Parent or any of its subsidiaries is a party or by which Parent, 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 judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its subsidiaries or their respective 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 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 Parent, Merger Sub or any other subsidiaries of Parent in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent or the consummation by 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 Parent Shareholders MeetingMeeting (as defined in Section 6.1(c)), (y) the Form S-4 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, the Statutory Merger Agreement and the Transactions; (C) the filing of (x) the Certificate of Merger Application with the Registrar pursuant to Secretary of State of the Bermuda Companies Act state of Delaware and (y) appropriate documents with the relevant authorities of other states in which Parent and the Company or their respective subsidiaries are qualified to do business; (D) 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 NYSE Exchange to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSEExchange; and (FE) 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 Parent or (2) prevent or materially delay the consummation of any of the Transactions.