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

Corporate Authority; Non-contravention. (i) Xxxxxxxxx and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject (in the case of Xxxxxxxxx) to the Xxxxxxxxx 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. The execution and delivery of this Agreement by Xxxxxxxxx and Merger Sub and the consummation by Xxxxxxxxx and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxxxx and Merger Sub, subject (in the case of Xxxxxxxxx) to the Xxxxxxxxx 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) and to the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Xxxxxxxxx (at a meeting duly called and held) has, by the unanimous vote of all directors of Xxxxxxxxx: (a) determined that entering this Agreement and consummating the Transactions, are advisable and fair to, and in the best interests of, Xxxxxxxxx and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by Xxxxxxxxx and approved the Transactions; (c) recommended that the shareholders of Xxxxxxxxx vote in favor of the approval of the Transactions (the Xxxxxxxxx Board Recommendation); and (d) determined to include the Xxxxxxxxx Board Recommendation, together with the resolutions to effect such approval, in the Xxxxxxxxx Shareholder Circular, and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereof.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 Xxxxxxxxx and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Janus and any other party thereto, constitutes the legal, valid and binding obligation of Xxxxxxxxx and Merger Sub, enforceable against Xxxxxxxxx and Merger Sub in accordance with its terms, except for the Enforceability Exceptions.

Corporate Authority; Non-contravention. (i) Xxxxxxxxx Parent and Merger Sub have all requisite corporate power and authority to enter into execute and deliver this Agreement and the Statutory Merger Agreement and, subject (1) in the case of Xxxxxxxxx) the issuance of Parent Common Shares in the Merger (the “Parent Share Issuance”), to the Xxxxxxxxx Parent Shareholder Approvals Approval and (2) in the case of Merger Sub) , to the and the filing of the Merger Application with the Registrar and the approval and adoption of this Agreement and the Statutory Merger Agreement by Merger Sub’s sole shareholder (which approval and adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the Statutory Merger Agreement by Xxxxxxxxx Parent and Merger Sub and the consummation by Xxxxxxxxx Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Xxxxxxxxx Parent and Merger Sub, subject (in the case of Xxxxxxxxxthe Parent Share Issuance) to the Xxxxxxxxx Parent Shareholder Approvals Approval and (in the case of Merger Sub) to the filing of the Merger Application with the Registrar and the approval and adoption of this Agreement by Merger Sub’s sole shareholder (which approval and adoption shall occur immediately after the execution and delivery of this Agreement) and to the filing of the Certificate of Merger with the Secretary of State of the state of Delaware). The Board of Directors of Xxxxxxxxx Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of XxxxxxxxxParent: (a) determined that entering this Agreement and the Statutory Merger Agreement and consummating the Transactions, including the Parent Share Issuance, are advisable and fair to, and in the best interests of, Xxxxxxxxx Parent and its shareholders; (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary the Statutory Merger Agreement by Xxxxxxxxx Parent and approved the TransactionsParent Share Issuance; and (c) recommended that the shareholders of Xxxxxxxxx vote in favor of Parent approve the approval of the Transactions (the Xxxxxxxxx Board RecommendationParent Share Issuance, and, subject to Section 5.3(c) and Section 5.3(e); and (d) determined to include the Xxxxxxxxx Board Recommendation, together with the resolutions to effect such approval, in the Xxxxxxxxx Shareholder Circular, and such resolutions have not been rescinded, modified or withdrawn in any way prior to the date hereofway. This Agreement and each Ancillary Agreement has been duly executed and delivered by Xxxxxxxxx Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Janus and any other party theretothe Company, constitutes the legal, valid and binding obligation of Xxxxxxxxx Parent and Merger Sub, enforceable against Xxxxxxxxx Parent and Merger Sub in accordance with its terms, except for the Enforceability Exceptions.