CAPITAL STRUCTURE AND CORPORATE INFORMATION. 3.1 The Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid and free from all Encumbrances, and the Seller is the sole legal and beneficial owner of the Shares.
3.2 The section of the Group Information Schedule entitled “Subsidiaries”:
(a) lists all the subsidiaries and subsidiary undertakings of the Company other than the Moranbah North Entities and those subsidiaries subject to the Jellinbah Carve-out and the Moranbah Carve-out;
(b) sets out particulars of their allotted and issued share capital or:
(i) in the case of Anglo Dawson, its member; and
(ii) in the case of Jena, its unit trust interests; and
(c) is complete and accurate in all material respects as at the date of this Deed.
3.3 Unless otherwise indicated in the Group Information Schedule, the Company or a Subsidiary is the sole legal and beneficial owner of the whole allotted and issued share capital of each Subsidiary and all such shares are fully paid up and free from all Encumbrances, other than the Pre-emption Rights.
3.4 No person (other than a Group Company or the Seller) has a right to require any Group Company to allot, issue, sell, transfer any share capital, or to convert existing securities into or to issue securities that have rights to convert into any share capital other than in accordance with the Joint Venture Agreements.
CAPITAL STRUCTURE AND CORPORATE INFORMATION. 3.1 The Ardutch Europe Shares constitute the whole of the issued share capital of the Buyer, have been validly issued, and are fully paid and free from all Encumbrances.
3.2 The section of the Group Information Schedule entitled “Ardutch Europe Subsidiaries” lists all the subsidiaries and subsidiary undertakings of the Ardutch Guarantor to be transferred into the Agreed Perimeter, and sets out particulars of their allotted and issued share capital as at the date of this Agreement which is complete and accurate in all respects and other particulars in relation to such companies as at the date of this Agreement which are complete and accurate in all material respects and no member of the Buyer Group will at Completion have any subsidiary other than a Ardutch Perimeter Entity.
3.3 No person (other than, as at the date of this Agreement, a Ardutch Group Company, and as at Completion, a Ardutch Europe Group Company) has a right to require any Warranted Buyer Group Company to allot, issue, sell, transfer any share capital, or to convert existing securities into or to issue securities that have rights to convert into any share capital.
3.4 There is no Encumbrance and no commitment has been given to create an Encumbrance affecting any shares, unissued shares, debentures or other unissued securities of any Warranted Buyer Group Company other than the Encumbrances granted pursuant to the terms of the Finance Documents which are identified in the documents in folder 4.5.1 of the Ardutch Data Room, and no person has claimed any rights in connection with any of those things.
CAPITAL STRUCTURE AND CORPORATE INFORMATION. 3.1 The Whirlpool Europe Shares constitute the whole of the issued share capital of Whirlpool Europe, have been validly issued, and are fully paid and free from all Encumbrances. No agreement, arrangement or commitment has been given to create or give an Encumbrance affecting the Whirlpool Europe Shares or any unissued shares, debentures or other unissued securities of Whirlpool Europe.
3.2 The section of the Group Information Schedule entitled “Whirlpool Europe Subsidiaries” lists all the subsidiaries and subsidiary undertakings of the Whirlpool Guarantor to be transferred into the Agreed Perimeter, and sets out particulars of their allotted and issued share capital as at the date of this Agreement which is complete and accurate in all respects and other particulars in relation to such companies as at the date of this Agreement which are complete and accurate in all material respects and no member of the Whirlpool Europe Group will at Completion have any subsidiary other than a Whirlpool Perimeter Entity.
3.3 No person (other than, as at the date of this Agreement, a Whirlpool Group Company and as at Completion, a Whirlpool Europe Group Company) has a right to require any Whirlpool Europe Group Company to allot, issue, sell, transfer any share capital, or to convert existing securities into or to issue securities that have rights to convert into any share capital.
3.4 There is no Encumbrance, and no commitment has been given to create an Encumbrance, affecting any shares, unissued shares, debentures or other unissued securities of any Whirlpool Europe Group Company other than the Encumbrances granted pursuant to the terms of the Finance Documents which are identified in the documents in folder 14.5 of the Whirlpool Data Room, and no person has claimed any rights in connection with any of those things.
