Common use of Authorization; Board Approval; Voting Requirements Clause in Contracts

Authorization; Board Approval; Voting Requirements. (a) Purchaser and Merger Sub have all requisite corporate power and authority to execute, deliver and perform this Agreement and their Related Agreements and, subject to obtaining the Required Purchaser Stockholder Approval and approval of the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their Related Agreements and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been validly authorized by all necessary action by the Purchaser Board, the board of directors of Merger Sub, and, other than obtaining the Required Purchaser Stockholder Approval and approval of the sole stockholder of Merger Sub, no other corporate action by Purchaser, Merger Sub or their respective stockholders is necessary to authorize this Agreement or its Related Agreements or to consummate the transactions contemplated hereby or thereby. Purchaser and Merger Sub have validly executed and delivered this Agreement, and, at the Closing will have validly executed and delivered their Related Agreements. This Agreement and each of the Related Agreements to which Purchaser or Merger Sub is a party constitute, or when executed and delivered by Purchaser or Merger Sub shall constitute, the legal, valid and binding obligations of Purchaser and Merger Sub, as applicable, enforceable against Purchaser and Merger Sub, as applicable, in accordance with its respective terms, subject to the Enforceability Limitations.

Authorization; Board Approval; Voting Requirements. (a) Purchaser Each of CBOT Holdings and Merger Sub have CBOT has all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform this Agreement and their Related Agreements its obligations hereunder and, subject to obtaining (i) with respect to CBOT Holdings, receipt of approval by the Required Purchaser Stockholder Approval and approval holders of a majority of the sole stockholder outstanding shares of Merger SubCBOT Holdings Class A Common Stock entitled to vote in accordance with the DGCL and (ii) with respect to CBOT, receipt of the CBOT Membership Approval (collectively, the “CBOT Holdings Stockholder Approval”), to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their Related Agreements the consummation of the Merger and the consummation by Purchaser and Merger Sub of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action by the Purchaser Boardcorporate actions, the board of directors of Merger Sub, and, other than obtaining the Required Purchaser Stockholder Approval and approval of the sole stockholder of Merger Sub, no other corporate action by Purchaser, Merger Sub proceedings on the part of either CBOT Holdings or their respective stockholders is CBOT are necessary for it to authorize this Agreement or its Related Agreements or to consummate the transactions contemplated hereby, except for the adoption of this Agreement and the transactions contemplated hereby or therebyby the CBOT Holdings Stockholder Approval. Purchaser This Agreement has been duly and Merger Sub have validly executed and delivered this Agreement, by each of CBOT Holdings and CBOT and, at the Closing will have validly executed assuming due authorization, execution and delivered their Related Agreements. This Agreement and each of the Related Agreements to which Purchaser or Merger Sub delivery by CME Holdings, is a party constitute, or when executed and delivered by Purchaser or Merger Sub shall constitute, the legal, valid and binding obligations obligation of Purchaser each of CBOT Holdings and Merger Sub, as applicableCBOT, enforceable against Purchaser each of CBOT Holdings and Merger Sub, as applicable, CBOT in accordance with its respective terms, subject to the Enforceability Limitationsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authorization; Board Approval; Voting Requirements. (a) Purchaser Each of Parent and Merger Sub have has all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform this Agreement and their Related Agreements its obligations hereunder and, subject to obtaining the Required Purchaser Parent Stockholder Approval and approval the adoption of this Agreement by Parent as the sole stockholder of Merger SubSub (which will be effected by Parent as promptly as reasonably practicable after the execution of this Agreement by the Parties), to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their Related Agreements and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary action corporate action, and no other corporate proceedings on the part of either Parent or Merger Sub are necessary for it to authorize this Agreement or to consummate the Transactions, except for, in any such case, the adoption of this Agreement by the Purchaser Board, the board of directors of Merger Sub, and, other than obtaining the Required Purchaser Parent Stockholder Approval and approval the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate action Sub (which will be effected by Purchaser, Merger Sub or their respective stockholders is necessary to authorize Parent as promptly as reasonably practicable after the execution of this Agreement or its Related Agreements or to consummate by the transactions contemplated hereby or therebyParties). Purchaser This Agreement has been duly and Merger Sub have validly executed and delivered this Agreement, by each of Parent and Merger Sub and, at assuming due authorization, execution and delivery by the Closing will have validly executed and delivered their Related Agreements. This Agreement and each of the Related Agreements to which Purchaser or Merger Sub other Parties, is a party constitute, or when executed and delivered by Purchaser or Merger Sub shall constitute, the legal, valid and binding obligations obligation of Purchaser each of Parent and Merger Sub, as applicable, enforceable against Purchaser each of Parent and Merger Sub, as applicable, Sub in accordance with its respective terms, subject to the Enforceability Limitationsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.