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approve the Parent Share Issuance, and, subject to Section 5.3(c) and Section 5.3(e), such resolutions have not been rescinded, modified or withdrawn in any way.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.

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.