Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each of the Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent and the Transitory Subsidiary, enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Buyer and the Transitory Subsidiary Sub has all requisite corporate power and authority to enter into this Agreement (and, subject only to in the effectiveness case of a registration statement under the Securities Act registering Buyer, the Parent Common Stock Escrow Agreement and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Registration Rights Agreement), to perform its obligations hereunder (and, in the case of the Buyer, thereunder) and to consummate the transactions contemplated by this Agreement. Without limiting hereby (and, in the generality case of the foregoingBuyer, the Board of Directors of the Parent (the “Parent Board”thereby), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery by each of the Buyer and Sub of this Agreement (and, in the case of the Buyer, the Escrow Agreement and the Registration Rights Agreement), the performance by each of the Buyer and Sub of its obligations hereunder (and, in the case of the Buyer, thereunder) and the consummation by each of the Buyer and Sub of the transactions contemplated by this Agreement by hereby (and, in the Parent and case of the Transitory Subsidiary Buyer, thereby) have been duly authorized by all necessary corporate action on the part boards of each directors of the Parent Buyer and the Transitory Subsidiary (other than the adoption of this Agreement Sub and by the Parent in its capacity Buyer as the sole stockholder of Sub, and no other corporate proceedings on the Transitory Subsidiary, which shall occur immediately after part of the execution and delivery of Buyer or Sub are necessary to authorize this Agreement)Agreement or for the Buyer or Sub to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Parent Buyer and Sub and constitutes (and, the Escrow Agreement and the Transitory Subsidiary Registration Rights Agreement, when executed and constitutes delivered by the Buyer will constitute) the valid and binding obligation of each the Buyer and Sub (in the case of the Parent and the Transitory SubsidiarySub, solely with respect to this Agreement), enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreementhereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Parent and the Transitory Subsidiary Merger Sub (other than including the adoption of this Agreement by the Parent in its capacity as the sole stockholder of Merger Sub), subject only to the Transitory Subsidiary, which shall occur immediately after approval of the execution and delivery issuance of this Agreement)Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by each of the Parent and Merger Sub and, assuming the Transitory Subsidiary due authorization, execution, and delivery of this Agreement by Company, constitutes the valid and binding obligation of each of the Parent and the Transitory SubsidiaryMerger Sub, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board board of Directors directors of the Parent Buyer (the “Parent "Buyer Board”"), at a meeting duly called and held held, by the unanimous vote of all directors (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent Buyer and its stockholders, stockholders and (iiiii) resolved to recommend the Buyer Voting Proposal to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementBuyer's stockholders. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent Buyer and the Transitory Subsidiary (other than including the adoption approval of this Agreement the Merger by the Parent Buyer in its capacity as the sole stockholder of the Transitory Subsidiary), which shall occur immediately after subject only to the execution and delivery approval of this Agreementthe Buyer Voting Proposal (as defined in Section 6.5(b)) by the stockholders of the Buyer. This Agreement has been duly executed and delivered by each of the Parent Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent Buyer and the Transitory Subsidiary, enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to obtaining the necessary approval of the shareholders of the Parent as referred to in Section 6.3(b) (the “Parent Shareholder Approval”), the UKLA agreeing to admit all of the Parent Ordinary Shares (including those underlying the Parent ADSs) to the effectiveness Official List of a registration statement under the Securities Act registering the Parent Common Stock UKLA and the vote of Parent, as sole stockholder of London Stock Exchange plc (the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after “LSE”) agreeing to admit such Parent Ordinary Shares to trading on the execution of this Agreement)LSE’s market for listed securities, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and the Transitory Subsidiary and the approval of the Board of Directors of the Parent (other than the “Parent Board”)), subject only to the required receipt of the Parent Shareholder Approval and adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each of the Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent and the Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the effectiveness adoption of a registration statement under this Agreement by the Securities Act registering the Parent Common Stock and the vote of Parent, Buyer as sole stockholder shareholder of the Transitory Subsidiary (which vote will shall occur by a consent in lieu of a meeting immediately after the execution and delivery of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality The board of directors of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held Transitory Subsidiary has (i) unanimously approved this Agreement, (ii) determined that deemed the Merger is fair advisable and in the best interests of the Parent Transitory Subsidiary and its stockholdersthe Buyer, as the Transitory Subsidiary’s sole shareholder, (ii) approved this Agreement and the Merger in accordance with the MBCA upon the terms and subject to the conditions set forth herein and (iii) to recommended the extent necessaryadoption of this Agreement by the Buyer, adopted a resolution having as the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementTransitory Subsidiary’s sole shareholder. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent Buyer and the Transitory Subsidiary (other than Subsidiary, subject to the adoption of this Agreement by the Parent in its capacity Buyer as the sole stockholder shareholder of the Transitory Subsidiary, Subsidiary (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each of the Parent Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to obtaining the necessary approval of the shareholders of the Parent as referred to in Section 6.3(b) (the "Parent Shareholder Approval"), the UKLA agreeing to admit all of the Parent Ordinary Shares (including those underlying the Parent ADSs) to the effectiveness Official List of a registration statement under the Securities Act registering the Parent Common Stock UKLA and the vote of Parent, as sole stockholder of London Stock Exchange plc (the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after "LSE") agreeing to admit such Parent Ordinary Shares to trading on the execution of this Agreement)LSE's market for listed securities, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent and the Transitory Subsidiary and the approval of the Board of Directors of the Parent (other than the "Parent Board")), subject only to the required receipt of the Parent Shareholder Approval and adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each of the Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent and the Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent, the Parent Buyer and the Transitory Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary (other than including the adoption approval of this Agreement the Merger by the Parent in its capacity as the sole stockholder of the Transitory Acquisition Subsidiary), which shall occur immediately after and no other corporate or stockholder proceedings on the execution part of Parent, the Buyer or the Acquisition Subsidiary are necessary to authorize this Agreement and delivery of this Agreement)to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary and (assuming due authorization, execution and delivery of this Agreement by the Company and S Sub) constitutes the legal, valid and binding obligation of each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) Each of the Parent Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the effectiveness adoption of a registration statement under this Agreement by the Securities Act registering the Parent Common Stock and the vote of Parent, Buyer as sole stockholder of the Transitory Subsidiary (which vote will shall occur by a consent in lieu of a meeting immediately after the execution and delivery of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality The board of directors of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held Transitory Subsidiary has (i) unanimously approved this Agreement, (ii) determined that deemed the Merger is fair advisable and in the best interests of the Parent Transitory Subsidiary and its stockholdersthe Buyer, as the Transitory Subsidiary’s sole stockholder, (ii) approved this Agreement and the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein and (iii) to recommended the extent necessaryadoption of this Agreement by the Buyer, adopted a resolution having as the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this AgreementTransitory Subsidiary’s sole stockholder. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Parent Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of each of the Parent Buyer and the Transitory Subsidiary (other than Subsidiary, subject to the adoption of this Agreement by the Parent in its capacity Buyer as the sole stockholder of the Transitory Subsidiary, Subsidiary (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by each of the Parent Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject only to the effectiveness of a registration statement under the Securities Act registering the Parent Common Stock and the vote of Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and held (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Parent and its stockholders, and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent, the Parent Buyer and the Transitory Acquisition Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary (other than including the adoption approval of this Agreement the Merger by the Parent in its capacity as the sole stockholder of the Transitory Acquisition Subsidiary), which shall occur immediately after and no other corporate or stockholder proceedings on the execution part of Parent, the Buyer or the Acquisition Subsidiary are necessary to authorize this Agreement and delivery of this Agreement)to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary and (assuming due authorization, execution and delivery of this Agreement by the Company and S Sub) constitutes the legal, valid and binding obligation of each of Parent, the Parent Buyer and the Transitory Acquisition Subsidiary, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).