Common use of CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT Clause in Contracts

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the Transactions, including the Acquisition. The execution and delivery of this Agreement and the consummation of the Transactions (including the Acquisition) have been duly and validly authorized by the Company Board and, except for (A) the Company Shareholder Approval and (B) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the Irish High Court, and registration by the Registrar of Companies of the Court Order and a copy of the minute required by Section 86 of the Irish Companies Act, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions (including the Acquisition). On or prior to the date of this Agreement, the Company Board has determined that the Transactions are fair to and in the best interests of the Company and adopted a resolution to make, subject to Section 5.2 and to the obligations of the Company Board under the Irish Takeover Rules, the Scheme Recommendation and the recommendation contemplated by Section 3.6(b). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent Parties, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Equitable Exceptions. (ii) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions (including the Acquisition) require no action by or in respect of, Clearances of, or Filings with, any Governmental Entity other than (A) compliance with the provisions of the Irish Companies Act, (B) compliance with the Irish Takeover Panel Act and the Irish Takeover Rules, (C) compliance with any applicable requirements of the HSR Act, (D) compliance with and Filings under any applicable Antitrust Laws of any non-U.S. jurisdictions or Foreign Investment Laws, (E) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws or pursuant to the rules of the Nasdaq, and (F) any other actions, Clearances or Filings the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation (i1) The Company Elan has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Company Elan Shareholder ApprovalApproval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Elan Distributable Reserves Resolution by the Elan Shareholders and the Bidder Distributable Reserves Resolution by the Bidder Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.9.3(1) and to receipt of the required approval by the High Court), to consummate the Transactionstransactions contemplated hereby and thereby, including the Acquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement and the consummation of the Transactions (including the Acquisition) transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Company Elan Board and, except for (A) the Company Elan Shareholder Approval and Approval, (B) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the Irish High Court, and registration by (C) the Registrar of Companies filing of the Court Order and a copy with the Registrar of the minute required by Section 86 of the Irish Companies ActCompanies, no other corporate proceedings on the part of the Company Elan are necessary to authorize authorise the consummation of the Transactions (including the Acquisition)transactions contemplated hereby. On or prior to the date of this Agreementhereof, the Company Elan Board has determined that the Transactions transactions contemplated by this Agreement are fair to and in the best interests of Elan and the Company Elan Shareholders and has adopted a resolution to make, subject to Section 5.2 Clause 5.3 and to the obligations of the Company Elan Board under the Irish Takeover Rules, the Scheme Recommendation and the recommendation contemplated by Section 3.6(b)Recommendation. This Agreement has been duly and validly executed and delivered by the Company Elan and, assuming this Agreement constitutes the valid and binding agreement of the Parent Bidder Parties, constitutes the valid and binding agreement of the CompanyElan, enforceable against the Company Elan in accordance with its terms, subject to the Equitable Exceptions. (ii2) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions (including the Acquisition) require no action by Other than in connection with or in respect of, Clearances of, or Filings with, any Governmental Entity other than compliance with (A) compliance with the provisions of the Irish Companies ActActs, (B) compliance with the Irish Takeover Panel Act and the Irish Takeover Rules, (C) compliance with the Securities Act, (D) the Exchange Act, (E) the HSR Act, (F) any applicable requirements under the EU Merger Regulation, (G) any applicable requirements of other Antitrust Laws, (H) any applicable requirements of the HSR Act, (D) compliance with and Filings under any applicable Antitrust Laws of any non-U.S. jurisdictions or Foreign Investment Laws, (E) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws or pursuant to the rules of the NasdaqNYSE, and (FI) the Clearances set forth on Clause 6.1.3(2) of the Elan Disclosure Schedule, no authorisation, consent or approval of, or filing with, any other actionsRelevant Authority is necessary, Clearances under applicable Law, for the consummation by Elan of the transactions contemplated by this Agreement, except for such authorisations, consents, approvals or Filings the absence of which has filings (i) that, if not had and obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Elan Material Adverse Effect or (ii) as may arise as a Company result of facts or circumstances relating to the Bidder or its Affiliates or Laws or contracts binding on the Bidder or its Affiliates. (3) The execution and delivery by Elan of this Agreement and the Expenses Reimbursement Agreement do not, and, except as described in Clause 6.1.3(2), the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (A) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license (each a “Contract”) binding upon Elan or any of Elan’s Subsidiaries or any of their respective properties, rights or assets or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties, rights or assets of Elan or any of Elan’s Subsidiaries, (B) conflict with or result in any violation of any provision of the Organisational Documents of Elan or any of Elan’s Subsidiaries or (C) conflict with or violate any Laws applicable to Elan or any of Elan’s Subsidiaries or any of their respective properties, rights or assets, other than, (i) in the case of sub-clauses (A), (B) (only with respect to Subsidiaries that are not Significant Subsidiaries) and (C), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Elan Material Adverse Effect, and (ii) as may arise as a result of facts or circumstances relating to Bidder or its Affiliates or Laws or contracts binding on Bidder or its Affiliates. (4) Other than the TYSABRI Agreement, none of Elan or any of its Subsidiaries is a party to or bound by any non competition Contract or other Contract that purports to limit in any material respect either the type of business in which Elan or its Affiliates (or, after giving effect to the transactions contemplated by the Agreement, the Bidder or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. No Violation; Sufficiency. (ia) The Company has all requisite corporate limited liability company power and limited liability company authority to enter into into, execute, deliver and perform its obligations under this Agreement and, subject to receipt of the Company Shareholder Approval, and to consummate the Transactions, including the AcquisitionTransaction. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions (including the Acquisition) Company Ancillary Agreements, have been duly and validly approved and authorized by the Company Board andand constitutes, except for (A) the Company Shareholder Approval and (B) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the Irish High Court, and registration by the Registrar of Companies of the Court Order and a copy of the minute required by Section 86 of the Irish Companies Act, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions (including the Acquisition). On or prior to the date of this Agreement, the Company Board has determined that the Transactions are fair to and in the best interests of the Company and adopted a resolution to make, subject to Section 5.2 and to the obligations of the Company Board under the Irish Takeover Rules, the Scheme Recommendation and the recommendation contemplated by Section 3.6(b). This Agreement has been duly and validly when executed and delivered by the Company andwill constitute, assuming this Agreement constitutes the valid and binding agreement of the Parent Parties, constitutes the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to the Equitable Exceptionsavailability of the equitable remedies of specific performance or injunctive relief (the “Bankruptcy and Equity Exception”). (b) The execution, delivery and performance by the Company of this Agreement and the Company Ancillary Agreements and the consummation of the Transaction by the Company does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority other than (i) compliance with the applicable requirements of the the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”), and (ii) The the other consents and/or notices set forth on Section 3.4(b) of the Disclosure Schedule (collectively, clauses (i) and (ii), the “Company Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have a material impact on the Company, the Company Business or the collection of assets of the Company and its Subsidiaries (which collection of such assets taken as a whole), or (B) prevent or materially delay the consummation of the Transaction. (c) Assuming receipt of or compliance with the Company Specified Approvals, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Transaction and the other transactions contemplated hereby do not and will not (including i) contravene or conflict with the Acquisitionorganizational or governing documents of the Company or any of its Subsidiaries, (ii) require no action by contravene or conflict with or constitute a violation in respect ofany material respect, Clearances of any provision of any Applicable Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or Filings withdefault (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, any Governmental Entity loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or other material contracts binding upon the Company or any of its Subsidiaries or result in the creation of any Encumbrance (other than (APermitted Encumbrances) compliance with the provisions upon any of the Irish Companies Act, (B) compliance with the Irish Takeover Panel Act and the Irish Takeover Rules, (C) compliance with any applicable requirements properties or assets of the HSR Act, Company or any of its Subsidiaries. (Dd) compliance with and Filings under any applicable Antitrust Laws of any non-U.S. jurisdictions or Foreign Investment Laws, (EExcept as set forth on Section 3.4(d) compliance with any applicable requirements of the Securities ActDisclosure Schedule, the Exchange Act assets of the Company and any other applicable U.S. state or federal securities laws or its Subsidiaries constitute all of the assets necessary and sufficient to conduct the Company Business after the Closing in the same manner conducted by the Seller as of the date hereof (assuming for the purposes of this representation, the continued availability of the services to be provided by Seller and its Subsidiaries pursuant to the rules Transition Services Agreement). The Company and its Subsidiaries have good and marketable title to, free and clear of the Nasdaqall Encumbrances (other than Permitted Encumbrances), and or a valid leasehold interest in, such assets (F) any other actions, Clearances or Filings the absence of than Intellectual Property which has not had and would not reasonably shall be expected to have, individually or in the aggregate, a Company Material Adverse Effectgoverned by Section 3.11).

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. (i) The Company Each of Parent and Acquirer Sub has all requisite corporate power and authority to enter into this Agreement and, subject with respect to receipt of the Company Shareholder ApprovalParent, to consummate the Transactions, including the Acquisition. The execution and delivery of this Agreement and the consummation of the Transactions (including the Acquisition) have been duly and validly authorized by the Company Board Parent board and, except for (A) the Company Shareholder Approval and (B) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the Irish High Court, and registration by the Registrar of Companies of the Court Order and a copy of the minute required by Section 86 of the Irish Companies Act, no other corporate proceedings on the part of the Company Parent or Acquirer Sub are necessary to authorize the consummation of the Transactions (including the Acquisition). On or prior to the date of this Agreement, the Company Board has determined that the Transactions are fair to and in the best interests of the Company and adopted a resolution to make, subject to Section 5.2 and to the obligations of the Company Board under the Irish Takeover Rules, the Scheme Recommendation and the recommendation contemplated by Section 3.6(b). This Agreement has been duly and validly executed and delivered by the Company Xxxxxx and Acquirer Sub and, assuming this Agreement constitutes the valid and binding agreement of the Parent PartiesCompany, constitutes the valid and binding agreement of the CompanyParent and Acquirer Sub, enforceable against the Company Parent and Acquirer Sub in accordance with its terms, subject to the Equitable Exceptions. (ii) The execution, delivery and performance by the Company Xxxxxx and Acquirer Sub of this Agreement (in the case of Parent, and the consummation by the Company Xxxxxx and Acquirer Sub of the Transactions (including the Acquisition)) require no action by or in respect of, Clearances of, or Filings with, any Governmental Entity other than (A) compliance with the provisions of the Irish Companies Act, (B) compliance with the Irish Takeover Panel Act and the Irish Takeover Rules, (C) compliance with any applicable requirements of the HSR Act, (D) compliance with and Filings under any applicable Antitrust Laws of any non-U.S. jurisdictions or any Foreign Investment Laws, (E) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities laws or pursuant to the rules of the Nasdaq, and (F) any other actions, Clearances or Filings the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.