8-K Merger Agreement

Each shareholder of Hims receives his applicable share in the 16 million earn-out shares (or equivalent shares) that are unshakable to equal third parties, when the exchange price of the common shares of the new Class A is greater than or equal to 15, 17.50 USD and 20 USD for all 10 trading days during a period of twenty trading days, and also becomes steadfazable in the context of a business sale (defined in the merger agreement); if the applicable thresholds are met at the time of such a sale. Any duly elected officer, including but not limited to the President, Vice-President, Treasurer, Assistant Treasurer, General Manager, Secretary or Assistant Secretary, is entitled to give documents and arrangements on behalf of and on behalf of the enterprise concerning the administration and affairs of the enterprise with respect to their respective functions, as specified in these statutes, to be executed and provided. including, but not limited to, contracts, agreements, instruments, powers, instruments, mortgages, bonds, bonds, cheques, foreign exchange, transfers and capital deposits; capital deposits; share certificates, asset transfers; changes to subsidiary charter documents; creation or dissolution of subsidiaries; subsidiary authorizations; and the establishment and closure of branches or residents. At the same time as the execution of the merger agreement, certain Hims shareholders (jointly Hims shareholders) entered into support agreements with SAC (together Hims shareholder support agreements) under which Hims shareholders agreed, inter alia, to approve (i) the merger agreement and the transactions contemplated therein and (ii) to establish links with certain other agreements and agreements related to the business combination: n to be. Except as otherwise provided in these Articles of Association, the Board of Directors shall be empowered to appoint such an officer, employee or representative of the Enterprise or a related Enterprise and to authorize him by a decision empowered to execute and provide documents and agreements on behalf of and on behalf of the Enterprise, including, but not limited to, the documents set out in point 6.1(a) of this Agreement. At Markits` Extraordinary General Meeting, Markit shareholders (i) approved a proposal to issue common shares of Markit in connection with the merger; (ii) a proposal to amend and reissue the articles of association of Markit and (iii) a proposal to change the name of Markit Ltd. to IHS Markit Ltd. More than 99% of voting shareholders, who represent more than 91% of Markit`s outstanding shares, voted for each of the proposals.