Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. (i) T-Mobile has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject only to the T-Mobile Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by T-Mobile and the consummation by T-Mobile of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of T-Mobile, subject, in the case of the T-Mobile Share Issuance and the T-Mobile Charter Amendment, to the T-Mobile Stockholder Approval, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company pursuant to Section 6.18. The Board of Directors of T-Mobile (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutions: (A) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries)), and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobile. This Agreement has been duly executed and delivered by T-Mobile and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of T-Mobile, enforceable against T-Mobile in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority; Non-contravention. (ia) TThe Company Board, at a meeting duly called and held, has approved this Agreement and the Transactions and recommended that the Company Pre-Mobile Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has all the requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject only to the T-Mobile Stockholder Company Shareholder Approval, to consummate the transactions contemplated herebyTransactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by T-Mobile the Company and Merger Sub, as applicable, and the consummation by T-Mobile the Company and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of T-Mobilethe Company and Merger Sub, as applicable, subject, in the case of the T-Mobile Share Issuance and the T-Mobile Charter AmendmentCompany, to the T-Mobile Stockholder Company Shareholder Approval. The consummation by Intermediate Holdco and ECRC of the Transactions have been duly authorized by all necessary corporate action on the part of Intermediate Holdco and ECRC, as applicable, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company pursuant to Section 6.18. The Board of Directors of T-Mobile (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutions: (A) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, no other corporate proceedings on the terms part of Intermediate Holdco and subject ECRC are necessary to consummate the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries)), and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobile. This Agreement has been duly executed and delivered by T-Mobile each of Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoGX, constitutes the legal, valid and binding obligation of T-Mobileeach of the Company and Merger Sub, enforceable against T-Mobile each of Company and Merger Sub in accordance with its terms, except subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) the fact that such enforcement equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (i) T-Mobile The Company has all requisite corporate power and authority to execute, execute and deliver this Agreement and perform its obligations under this the Statutory Merger Agreement and, subject only to the T-Mobile Stockholder ApprovalCompany Shareholder Approval and the filing of the Merger Application with the Registrar, to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the Statutory Merger Agreement by T-Mobile the Company and the consummation by T-Mobile the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of T-Mobilethe Company, subject, subject (in the case of the T-Mobile Share Issuance Merger) to the Company Shareholder Approval and the T-Mobile Charter Amendment, to the T-Mobile Stockholder Approval, and in the case filing of the Merger Transactions, to Application with the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company pursuant to Section 6.18Registrar. The Board of Directors of T-Mobile the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutionsthe Company: (Aa) approving and declaring advisable determined that the Exchange Ratio constitutes fair value for the Company Common Shares in accordance with the Bermuda Companies Act; (b) determined that entering this Agreement and the transactions contemplated Statutory Merger Agreement and consummating the Transactions are advisable and in the best interests of the Company; (c) approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by this Agreement, including the Merger Company and approved the Merger; and (d) recommended the approval and adoption of the Transactions, the T-Mobile Charter Amendment this Agreement and the T-Mobile Share Issuance, on Statutory Merger Agreement by the terms holders of Company Common Shares and subject to the conditions set forth in this Agreement, (B) determining directed that this Agreement and the transactions contemplated Statutory Merger Agreement be submitted for consideration by this Agreementthe Company’s shareholders at the Company Shareholders Meeting, including the Merger Transactionsand, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance subject to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”Section 5.2(c) and (DSection 5.2(e) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which such resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries)), and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobileway. This Agreement has been duly executed and delivered by T-Mobile the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoParent, constitutes the legal, valid and binding obligation of T-Mobilethe Company, enforceable against T-Mobile the Company in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (i) T-Mobile Janus has all requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and, subject only to the T-Mobile Janus Stockholder ApprovalApproval (as defined herein), to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by T-Mobile Janus and the consummation by T-Mobile Janus of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of T-MobileJanus, subject, subject (in the case of the T-Mobile Share Issuance Merger) to the Janus Stockholder Approval and the T-Mobile Charter Amendment, to the T-Mobile Stockholder Approval, and in the case filing of the Merger Transactions, to the adoption of this Agreement by the sole stockholder Certificate of Merger Sub and with the sole member Secretary of Merger Company pursuant to Section 6.18State of the state of Delaware. The Board of Directors of T-Mobile Janus (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutionsJanus: (Aa) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT Janus and its affiliates stockholders; (other than T-Mobile b) authorized and its subsidiaries))approved the execution, delivery and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile and the approval performance of this Agreement and each Ancillary Agreement by Janus and approved the transactions contemplated hereby, including Transactions; and (c) recommended the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, adoption of this Agreement by the full Board holders of Directors of T-MobileJanus Common Stock and directed that this Agreement be submitted for consideration by Janus’s stockholders at the Janus Stockholders Meeting (as defined in Section 6.4), and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereof. This Agreement and each Ancillary Agreement has been duly executed and delivered by T-Mobile Janus and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by the Xxxxxxxxx and any other parties heretoparty thereto, constitutes the legal, valid and binding obligation of T-MobileJanus, enforceable against T-Mobile Janus in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the Enforceability Exceptions).

Corporate Authority; Non-contravention. (i) T-Mobile OPCH has all requisite corporate power and authority to executeenter into this Agreement and the Merger Sub Stockholder Approval and, deliver and subject to the OPCH Stockholder Approvals, to perform its obligations under this Agreement and, subject only to the T-Mobile Stockholder Approval, hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by T-Mobile OPCH, the performance by OPCH of its obligations hereunder and the consummation by T-Mobile OPCH of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of T-MobileOPCH, subject, in the case of the T-Mobile OPCH Share Issuance and the T-Mobile OPCH Charter Amendment, to the T-Mobile OPCH Stockholder Approval, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company pursuant to Section 6.18Approvals. The Board of Directors of T-Mobile OPCH (at a meeting duly called and held) has, by the unanimous majority vote of all directors of T-MobileOPCH, duly adopted resolutions: (A) approving approved and declaring declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger TransactionsMerger, the T-Mobile Charter Amendment OPCH Share Issuance and the T-Mobile Share IssuanceOPCH Charter Amendment, on the terms and subject to the conditions set forth in this Agreement, (B) determining determined that this Agreement and the transactions contemplated by this Agreement, including the Merger TransactionsMerger, the T-Mobile OPCH Share Issuance and the OPCH Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile OPCH and the stockholders of T-MobileOPCH, (C) recommending resolved to recommend the approval of the T-Mobile OPCH Share Issuance and the adoption of the OPCH Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (OPCH, on the “T-Mobile Board Recommendation”) terms and subject to the conditions set forth in this Agreement, and (D) directing directed that the T-Mobile OPCH Share Issuance and the OPCH Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile OPCH for approvalapproval or adoption, which respectively, at the OPCH Stockholders Meeting, and, except to the extent expressly permitted pursuant to Section 5.3(b) and Section 5.3(d), such resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries)), and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobileway. This Agreement has been duly executed and delivered by T-Mobile OPCH and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoAmedisys, constitutes the legal, valid and binding obligation of T-MobileOPCH, enforceable against T-Mobile OPCH in accordance with its terms, except that such enforcement may be subject to for the Enforceability Exceptions.

Corporate Authority; Non-contravention. (i) T-Mobile Sprint has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject only to the T-Mobile Sprint Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by T-Mobile Sprint and the consummation by T-Mobile Sprint of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of T-MobileSprint, subject, in the case of the T-Mobile Share Issuance and the T-Mobile Charter AmendmentMerger, to the T-Mobile Sprint Stockholder Approval, Approval and in the case filing of the Merger Transactions, Certificate pursuant to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company pursuant to Section 6.18DGCL. The Board of Directors of T-Mobile Sprint (at a meeting duly called and held) has, by the unanimous vote of all directors of T-MobileSprint, duly adopted resolutions: (A) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile Sprint and the stockholders of T-MobileSprint, (C) recommending the approval adoption of the T-Mobile Charter Amendment and the T-Mobile Share Issuance this Agreement to the stockholders of T-Mobile Sprint (the “T-Mobile Sprint Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance this Agreement be submitted to the stockholders of T-Mobile Sprint for approvaladoption, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile Sprint consisting solely of independent directors of T-Mobile Sprint (the “T-Mobile Sprint Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile Sprint (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries)the SoftBank Parties), and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile Sprint and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-MobileSprint. This Agreement has been duly executed and delivered by T-Mobile Sprint and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of T-MobileSprint, enforceable against T-Mobile Sprint in accordance with its terms, except that such enforcement may be subject to (A) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief (collectively, the “Enforceability Exceptions”).

Corporate Authority; Non-contravention. (i) T-Mobile has Parent and Merger Sub have all requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and, subject only (in the case of the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), the name change of “Markit Ltd.” to “IHS Markit Ltd.” (the “Parent Name Change”) and the Parent Amended Bye-laws) to the T-Mobile Stockholder ApprovalParent Shareholder Approvals and (in the case of Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement by T-Mobile Parent and Merger Sub and the consummation by T-Mobile Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of T-MobileParent and Merger Sub, subject, subject (in the case of the T-Mobile Parent Share Issuance Issuance, the Parent Name Change and the TParent Amended Bye-Mobile Charter Amendment, laws) to the T-Mobile Stockholder Approval, Parent Shareholder Approvals and (in the case of the Merger Transactions, Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the sole stockholder execution and delivery of this Agreement) and the filing of the Certificate of Merger Sub and with the sole member Secretary of Merger Company pursuant to Section 6.18State of the state of Delaware. The Board of Directors of T-Mobile Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutionsParent: (Aa) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining determined that entering into this Agreement and consummating the transactions contemplated herebyTransactions, including the Merger TransactionsParent Share Issuance, the T-Mobile Charter Amendment Parent Name Change and the TParent Amended Bye-Mobile Share Issuancelaws, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT Parent and its affiliates shareholders; (other than T-Mobile b) authorized and its subsidiaries))approved the execution, delivery and (B) recommending the submission performance of this Agreement to by Parent and approved the full Board Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws; and (c) recommended that the shareholders of Directors Parent vote in favor of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Parent Share Issuance, by the full Board of Directors of TParent Name Change and the Parent Amended Bye-Mobilelaws, and, subject to ‎Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by T-Mobile Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoCompany, constitutes the legal, valid and binding obligation of T-MobileParent and Merger Sub, enforceable against T-Mobile Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to for the Enforceability Exceptions.

Corporate Authority; Non-contravention. (ia) T-Mobile The Company has all the requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and, subject only to except for the T-Mobile Stockholder receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery affirmative vote of this Agreement by T-Mobile and the holders of a majority of the outstanding Company Shares having the right to vote is the only vote of the holders of the Company’s Shares required in connection with the consummation by T-Mobile of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of T-Mobile, subject, in the case of the T-Mobile Share Issuance and the T-Mobile Charter Amendment, to the T-Mobile Stockholder Approval, and in the case of the Merger Transactions, to (the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger “Company pursuant to Section 6.18Shareholder Approval”). The Company Board of Directors of T-Mobile (at a meeting duly called and held) hasheld meeting, by the unanimous vote of at which all directors of T-Mobilethe Company were present and voting in favor, has, pursuant to duly and unanimously adopted resolutions: resolutions (A) approving and declaring advisable this Agreement and the transactions contemplated by this Agreementwhich, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval as of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approvalAgreement Date, which resolutions have not been rescinded, modified or withdrawn in any way as way): (i) determined that the Merger and the other transactions contemplated hereby are fair and in the best interests of the date of Company and its shareholders, and declared it advisable to enter into this Agreement. A committee ; (ii) approved the execution, delivery and performance of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the consummation of the transactions contemplated hereby, including the Merger Transactions, Merger; (iii) taken all actions necessary so that the T-Mobile Charter Amendment restrictions on business combinations and the T-Mobile Share Issuance, are advisable and fair to, and shareholder vote requirements contained in the best interests of, all MBCA and any other applicable Law with respect to “moratorium,” “control share acquisition,” “business combination,” “fair price,” or other form of anti-takeover Laws that may purport to be applicable will not apply with respect to or as a result of the stockholders of T-Mobile (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries))Merger, this Agreement or the transactions contemplated hereby; and (Biv) recommending subject to Section 5.3, resolved to recommend that the submission Shareholders of this Agreement to the full Board Company vote in favor of Directors of T-Mobile and the approval adoption of this Agreement and the Merger at the Company Shareholders Meeting. Except for the Company Shareholder Approval and the filing of the Certificate of Merger with the Michigan LARA, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobile. This Agreement has been duly and validly executed and delivered by T-Mobile the Company and, assuming the due authorization, execution and delivery of this Agreement by constitutes the other parties heretovalid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding obligation agreement of T-Mobilethe Company, enforceable against T-Mobile the Company in accordance with its terms, except that where such enforcement enforceability may be subject limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the Enforceability Exceptionsrights and remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or Law.

Corporate Authority; Non-contravention. (i) T-Mobile has Sibelco, Parent, Merger Sub and Merger Sub LLC have all requisite corporate or other applicable power and authority to execute, deliver and perform its obligations under enter into this Agreement and, subject only to the T-Mobile Stockholder Approval, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by T-Mobile Sibelco, Parent, Merger Sub and Merger Sub LLC and the consummation by T-Mobile Sibelco, Parent, Merger Sub and Merger Sub LLC of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of T-MobileSibelco, subjectParent, in the case of the T-Mobile Share Issuance and the T-Mobile Charter Amendment, to the T-Mobile Stockholder Approval, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and Merger Sub LLC, subject to the sole member filing of the Certificate of Merger Company pursuant to Section 6.18and the Second Certificate of Merger (as applicable) with the Secretary of State of the State of Delaware. The Board of Directors of T-Mobile Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutionsParent: (Aa) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT Parent and its affiliates (other than T-Mobile shareholders, Merger Sub and its subsidiaries)), Merger Sub LLC; and (Bb) recommending authorized and approved the submission of this Agreement to the full Board of Directors of T-Mobile execution, delivery and the approval performance of this Agreement and each Ancillary Agreement by Parent and approved the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuanceand, by the full Board of Directors of T-Mobilesuch resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and each Ancillary Agreement has been duly executed and delivered by T-Mobile Sibelco, Parent, Merger Sub and Merger Sub LLC and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by the Company and any other parties heretoparty thereto, constitutes the legal, valid and binding obligation of T-MobileParent, Merger Sub and Merger Sub LLC, enforceable against T-Mobile Sibelco, Parent, Merger Sub and Merger Sub LLC in accordance with its terms, except that such enforcement may be subject to for the Enforceability Exceptions.

Corporate Authority; Non-contravention. (i) T-Mobile has Parent and Merger Sub have all requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and, subject only (in the case of the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), the name change of “Markit Ltd.” to “IHS Markit Ltd.” (the “Parent Name Change”) and the Parent Amended Bye-laws) to the T-Mobile Stockholder ApprovalParent Shareholder Approvals and (in the case of Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement by T-Mobile Parent and Merger Sub and the consummation by T-Mobile Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of T-MobileParent and Merger Sub, subject, subject (in the case of the T-Mobile Parent Share Issuance Issuance, the Parent Name Change and the TParent Amended Bye-Mobile Charter Amendment, laws) to the T-Mobile Stockholder Approval, Parent Shareholder Approvals and (in the case of the Merger Transactions, Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the sole stockholder execution and delivery of this Agreement) and the filing of the Certificate of Merger Sub and with the sole member Secretary of Merger Company pursuant to Section 6.18State of the state of Delaware. The Board of Directors of T-Mobile Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of T-Mobile, duly adopted resolutionsParent: (Aa) approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are fair to, and in the best interests of, T-Mobile and the stockholders of T-Mobile, (C) recommending the approval of the T-Mobile Charter Amendment and the T-Mobile Share Issuance to the stockholders of T-Mobile (the “T-Mobile Board Recommendation”) and (D) directing that the T-Mobile Charter Amendment and the T-Mobile Share Issuance be submitted to the stockholders of T-Mobile for approval, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining determined that entering into this Agreement and consummating the transactions contemplated herebyTransactions, including the Merger TransactionsParent Share Issuance, the T-Mobile Charter Amendment Parent Name Change and the TParent Amended Bye-Mobile Share Issuancelaws, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT Parent and its affiliates shareholders; (other than T-Mobile b) authorized and its subsidiaries))approved the execution, delivery and (B) recommending the submission performance of this Agreement to by Parent and approved the full Board Parent Share Issuance, the Parent Name Change and the Parent Amended Bye-laws; and (c) recommended that the shareholders of Directors Parent vote in favor of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Parent Share Issuance, by the full Board of Directors of TParent Name Change and the Parent Amended Bye-Mobilelaws, and, subject to Section 5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by T-Mobile Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoCompany, constitutes the legal, valid and binding obligation of T-MobileParent and Merger Sub, enforceable against T-Mobile Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to for the Enforceability Exceptions.

Corporate Authority; Non-contravention. (i) T-Mobile Amedisys has all requisite corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement and, subject only to the T-Mobile Amedisys Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by T-Mobile Amedisys, the performance by Amedisys of its obligations hereunder and the consummation by T-Mobile Amedisys of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of T-MobileAmedisys, subject, in the case of the T-Mobile Share Issuance and the T-Mobile Charter AmendmentMerger, to the T-Mobile Amedisys Stockholder Approval, and in the case of the Merger Transactions, to the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of Merger Company pursuant to Section 6.18. The Board of Directors of T-Mobile Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of T-MobileAmedisys, duly adopted resolutions: (A) approving approved and declaring declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share IssuanceMerger, on the terms and subject to the conditions set forth in this Agreement, (B) determining determined that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share IssuanceMerger, are fair to, and in the best interests of, T-Mobile Amedisys and the stockholders of T-MobileAmedisys, (C) recommending resolved to recommend the approval adoption of the T-Mobile Charter Amendment and the T-Mobile Share Issuance this Agreement to the stockholders of T-Mobile (Amedisys, on the “T-Mobile Board Recommendation”) terms and subject to the conditions set forth in this Agreement, (D) directing directed that the T-Mobile Charter Amendment and the T-Mobile Share Issuance this Agreement be submitted to the stockholders of T-Mobile Amedisys for approvaladoption at the Amedisys Stockholders Meeting and (E) approved the termination of the OPCH Agreement and, which except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of T-Mobile consisting solely of independent directors of T-Mobile (the “T-Mobile Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, are advisable and fair to, and in the best interests of, all of the stockholders of T-Mobile (including such stockholders other than DT and its affiliates (other than T-Mobile and its subsidiaries)), and (B) recommending the submission of this Agreement to the full Board of Directors of T-Mobile and the approval of this Agreement and the transactions contemplated hereby, including the Merger Transactions, the T-Mobile Charter Amendment and the T-Mobile Share Issuance, by the full Board of Directors of T-Mobileway. This Agreement has been duly executed and delivered by T-Mobile Amedisys and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoParent and Merger Sub, constitutes the legal, valid and binding obligation of T-MobileAmedisys, enforceable against T-Mobile Amedisys in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).