Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereunder. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have been, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser Each Seller has all requisite power and each applicable Purchaser Designated Affiliate authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each Seller and its Affiliates which are parties hereto or to an Ancillary Agreement have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements and each Ancillary Agreement to which it will be a party, and, subject to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations hereunder transactions contemplated hereby and thereunderthereby. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt by Sellers and the consummation by Sellers of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beentransactions contemplated hereby, and the execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each the Ancillary Agreement to which it will be a party Agreements and the performance other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Purchaser ParentSellers and their Affiliates which are parties thereto and the consummation of the transactions contemplated thereby, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionnecessary action on the part of each such Person. At a meeting This Agreement has been duly called executed and helddelivered by Sellers and, assuming the Board due authorization, execution and delivery of Directors of Purchaser Parent has unanimously (i) approved this Agreement by Buyer, constitutes a legal, valid and the Sale binding obligation of Sellers, enforceable against Sellers in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of general applicability affecting creditors’ rights generally and to general principles of equity. The Ancillary Agreements and the other transactions contemplated hereby agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements, when duly executed and delivered by Sellers and their Affiliates which are a party thereto, assuming the due authorization, execution and delivery of such other agreements, documents and instruments by each of the other parties thereto, constitute legal, valid and binding obligations of Sellers and their Affiliates which are parties thereto, enforceable against each such Person in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared andtheir terms, subject to the approval bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of that circular by the UKLA, published in accordance with the terms general applicability affecting creditors’ rights generally and to general principles of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementequity.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser Buyer has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Buyer and each applicable Purchaser Designated Affiliate of its Affiliates which are a party hereto or to an Ancillary Agreement have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements and each Ancillary Agreement to which it will be a party, and, subject to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations hereunder and thereundertransactions contemplated thereby. The execution and delivery by Purchaser Parent and Purchaser of this Agreement and, subject to receipt by Buyer and the consummation by Buyer of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beentransactions contemplated hereby, and the execution and delivery of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Purchaser Parent, Purchaser Buyer and each Purchaser Designated Affiliate of each Ancillary Agreement to its Affiliates which it will be are a party thereto and the performance by Purchaser Parentconsummation of the transactions contemplated thereby, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionnecessary action on the part of each such Person. At a meeting This Agreement has been duly called executed and helddelivered by Buyer and, assuming the Board due authorization, execution and delivery of Directors of Purchaser Parent has unanimously (i) approved this Agreement by Sellers, constitutes a legal, valid and the Sale binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of general applicability affecting creditors’ rights generally and to general principles of equity. The Ancillary Agreements and the other transactions contemplated hereby agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements when duly executed and delivered by Buyer and its Affiliates which are a party thereto, assuming the due authorization, execution and delivery of such other agreements, documents and instruments by each of the other parties thereto, constitute legal, valid and binding obligations of Buyer and its Affiliates which are a party thereto, enforceable against each such Person in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared andtheir terms, subject to the approval bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of that circular by the UKLA, published in accordance with the terms general applicability affecting creditors’ rights generally and to general principles of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementequity.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have The Company has all requisite corporate or other similar applicable power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder ApprovalAgreement, to perform their its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt of by the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beenCompany, and the execution and delivery by Purchaser Parentconsummation of the transactions contemplated hereby, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite necessary corporate action on the part of the Company, and no other corporate action on the part of the Company or any of the Subsidiaries is required to authorize the execution, delivery and performance hereof by the Company, and the consummation of the transactions contemplated hereby, except for (i) obtaining the affirmative vote of the holders of a majority of the issued and outstanding Company Shares in favor of approving the Merger and adopting this Agreement (the “Stockholder Consent”) and (ii) filing the Certificate of Merger pursuant to the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar applicable actionLaws of general application affecting enforcement of creditors’ rights or by principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At The board of directors of the Company, at a meeting duly called and heldheld at which all directors of the Company were present, duly and unanimously adopted resolutions (a) approving and declaring advisable this Agreement, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement Merger and the Sale transactions contemplated hereby, (b) determining that this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in accordance with applicable Lawthe best interests of, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this AgreementCompany Stockholders, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved directing that the Purchaser Parent Shareholder Meeting this Agreement be convened submitted for the purpose of obtaining adoption by the Purchaser Parent Shareholder Approval Company Stockholders as promptly as practicable and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular recommending that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of Company Stockholders adopt this Agreement, the Board of Directors of Purchaser Parent has which resolutions have not been subsequently rescinded, modified or withdrawn in any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementway.

Authority; Binding Effect. (a) Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have The Company has all requisite corporate or other similar applicable power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, and, subject to receipt of the Purchaser Parent Shareholder ApprovalAgreement, to perform their its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement and, subject to receipt of by the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and Purchaser of their obligations hereunder have beenCompany, and the execution and delivery by Purchaser Parentconsummation of the transactions contemplated hereby, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite necessary corporate action on the part of the Company, and no other corporate action on the part of the Company or other similar applicable actionany of its Subsidiaries or any of its stockholders is required to authorize the execution, delivery and performance hereof by the Company, and the consummation of the transactions contemplated hereby, except for the filing the Certificate of Merger pursuant to the DGCL. At The Company’s Board of Directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and heldheld and, not subsequently rescinded or modified in any way, has, as of the Board of Directors of Purchaser Parent has unanimously date hereof (i) approved determined that this Agreement and the Sale and the other transactions contemplated hereby hereby, including the Merger, are fair to, and in accordance with applicable Lawthe best interests of, the Company’s stockholders, (ii) directed that approved and declared advisable the Purchaser Parent Shareholder Circular be prepared and, subject to the approval “agreement of that circular by the UKLA, published merger” (as such term is used in accordance with the terms of this Agreement, (iii) subject to the publication Section 251 of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (ivDGCL) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including contained in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale this Agreement and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights or by principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company does not have any stockholder rights plan, “poison pill” or similar plan or arrangement in effect.

Authority; Binding Effect. (a) Purchaser ParentSuch Selling Shareholder has full right, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute enter into and to perform such Selling Shareholder’s obligations under each of the Transaction Documents to which such Selling Shareholder is or may become a party. Such Selling Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Selling Shareholder is a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Selling Shareholder is a party have been duly authorized by such Selling Shareholder. All organizational actions and proceedings required to be taken by or on the part of such Selling Shareholder to authorize and permit the execution, delivery and performance by such Selling Shareholder of this Agreement and the other Transaction Documents to which such Selling Shareholder is a party, have been duly and properly taken. This Agreement has been, and each other Transaction Document to which such Selling Shareholder is a party has been or will be, duly executed and delivered by such Selling Shareholder. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholder, and, assuming the due authorization, execution and delivery by Purchaser Parent the other parties thereto, is enforceable against such Selling Shareholder in accordance with its terms, and Purchaser upon the execution of this Agreement and, subject to receipt each of the Purchaser Parent other Transaction Documents to which such Selling Shareholder Approvalis a party, each of such other Transaction Documents will constitute the performance by Purchaser Parent legal, valid and Purchaser binding obligation of their obligations hereunder have beensuch Selling Shareholder who is a party thereto, and will be, assuming the due authorization, execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby parties thereto, enforceable against such Selling Shareholder in accordance with applicable Lawits terms, (ii) directed that the Purchaser Parent Shareholder Circular be prepared andin each case, subject to (a) laws of general application relating to bankruptcy, insolvency and the approval relief of that circular debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. The spouse, if any, of such Selling Shareholder has the right, power and capacity to execute and deliver and to perform her or his obligations under the Spousal Consent executed by her or him and delivered to the UKLAPurchaser simultaneously herewith. Such Spousal Consent is accurate and constitutes such spouse’s legal, published valid and binding obligations, enforceable against him or her in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”)its terms. As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement.Execution Copy

Authority; Binding Effect. (a) Purchaser ParentSubject to the Bankruptcy Court’s entry of the Bidding Procedures Order, Purchaser the Confirmation Order and any other Related Order to close the transactions contemplated hereby in accordance with this Agreement, each applicable Purchaser Designated Affiliate have Seller has all requisite corporate or other similar applicable organizational power and organizational authority to execute and deliver this Agreement and each Ancillary Agreement the Related Agreements to which it will be a is party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform their its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Purchaser Parent and Purchaser performance of this Agreement andand the Related Agreements by each Seller party thereto, subject to receipt and the consummation of the Purchaser Parent Shareholder Approvaltransactions contemplated hereby and thereby by such Seller, have been duly authorized by all necessary organizational action on the part of such Seller, and no other organizational action on the part of such Seller is required to authorize the execution, delivery and performance hereof and thereof, and the consummation of the transactions contemplated hereby and thereby by Purchaser Parent and Purchaser of their obligations hereunder have such Seller. This Agreement has been, and the execution Related Agreements will be, duly executed and delivery delivered by Purchaser Parenteach Seller party hereto and thereto and, Purchaser and each Purchaser Designated Affiliate of each Ancillary assuming that this Agreement to which it will be a party has been, and the performance Related Agreements will be, duly authorized, executed and delivered by Purchaser Parent, Purchaser the other Parties and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as subject to the Bankruptcy Court’s entry of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and heldBidding Procedures Order, the Board Confirmation Order and any other Related Order, constitute the valid and binding obligation of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforcement may be limited by applicable Lawbankruptcy, (ii) directed that the Purchaser Parent Shareholder Circular be prepared andinsolvency, subject to the approval of that circular by the UKLAreorganization, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares moratorium or other securities Laws of Purchaser Parent general application affecting enforcement of creditors’ rights or its Affiliates by principles of equity (regardless of whether enforcement is sought in connection with the consummation of the Sale and the other transactions contemplated by this Agreementa proceeding at law or in equity).

Authority; Binding Effect. (a) Purchaser ParentSuch Seller has full right, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute enter into and to perform such Seller’s obligations under each of the Transaction Documents to which such Seller is or may become a party. Such Seller has all requisite power and authority to execute, deliver and perform his obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Seller is a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Seller is a party have been duly authorized by such Seller. All organizational actions and proceedings required to be taken by or on the part of such Seller to authorize and permit the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party, have been duly and properly taken. This Agreement has been, and each other Transaction Document to which such Seller is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes the legal, valid and binding obligation of such Seller, and, assuming the due authorization, execution and delivery by the Purchaser Parent (if party thereto), enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by principles of public policy and Purchaser of this Agreement and, subject to receipt the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and upon the execution of each of the Purchaser Parent Shareholder Approvalother Transaction Documents, each of such other Transaction Documents will constitute the performance by Purchaser Parent legal, valid and Purchaser binding obligation of their obligations hereunder have beensuch Seller who is a party thereto, and will be, assuming the due authorization, execution and delivery by the Purchaser Parent(if party thereto), Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and enforceable against such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby Seller in accordance with applicable Lawits terms, (ii) directed that the Purchaser Parent Shareholder Circular except as such enforceability may be prepared and, limited by principles of public policy and subject to the approval laws of that circular by the UKLAgeneral application relating to bankruptcy, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale insolvency and the other transactions contemplated by this Agreement arerelief of debtors and rules of law governing specific performance, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares injunctive relief or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementequitable remedies.

Authority; Binding Effect. (a) Purchaser ParentSuch Selling Shareholder has full right, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute enter into and to perform such Selling Shareholder’s obligations under each of the Transaction Documents to which such Selling Shareholder is or may become a party. Such Selling Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Selling Shareholder is a party, and, subject party and to receipt of consummate the Purchaser Parent Shareholder Approval, to perform their obligations transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Selling Shareholder is a party have been duly authorized by such Selling Shareholder. All organizational actions and proceedings required to be taken by or on the part of such Selling Shareholder to authorize and permit the execution, delivery and performance by such Selling Shareholder of this Agreement and the other Transaction Documents to which such Selling Shareholder is a party, have been duly and properly taken. This Agreement has been, and each other Transaction Document to which such Selling Shareholder is a party has been or will be, duly executed and delivered by such Selling Shareholder. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholder, and, assuming the due authorization, execution and delivery by Purchaser Parent the other parties thereto, is enforceable against such Selling Shareholder in accordance with its terms, and Purchaser upon the execution of this Agreement and, subject to receipt each of the Purchaser Parent other Transaction Documents to which such Selling Shareholder Approvalis a party, each of such other Transaction Documents will constitute the performance by Purchaser Parent legal, valid and Purchaser binding obligation of their obligations hereunder have beensuch Selling Shareholder who is a party thereto, and will be, assuming the due authorization, execution and delivery by Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party and the performance by Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of their obligations thereunder have been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby parties thereto, enforceable against such Selling Shareholder in accordance with applicable Lawits terms, (ii) directed that the Purchaser Parent Shareholder Circular be prepared andin each case, subject to (a) laws of general application relating to bankruptcy, insolvency and the approval relief of that circular debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. The spouse, if any, of such Selling Shareholder has the right, power and capacity to execute and deliver and to perform her or his obligations under the Spousal Consent executed by her or him and delivered to the UKLAPurchaser simultaneously herewith. Such Spousal Consent is accurate and constitutes such spouse’s legal, published valid and binding obligations, enforceable against him or her in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and X.X. Xxxxxx Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreementterms.