Common use of Capital Structure; Subsidiaries Clause in Contracts

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of the Company (the "Company Capital Stock") consists of 100,000,000 shares of Company Common Stock of which 29,857,000 shares of Company Common Stock are outstanding, and 50,000,000 shares of Company Preferred Stock, none of which are outstanding. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of Company Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire Company Capital Stock other than options to acquire 791,000 shares of Company Common Stock (each, a "Company Option") issued pursuant to the Company's Amended and Restated 1997 Stock Option Plan (the "the Company Stock Option Plan"). As of the date of this Agreement, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (b) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company are issued or outstanding. (c) Except as set forth in this Section 3.2, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or other voting securities of the Company or, securities convertible into or exchangeable for shares of Company Capital Stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company (i) to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities of the Company, or (ii) to make any equity investment in any other Person. (d) All dividends on shares of Company Common Stock that have been declared prior to the date of this Agreement have been paid in full. (e) The Company has no Subsidiaries. The Company does not own, directly or indirectly, any capital stock or other securities (whether voting or otherwise) or other ownership interest in any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture or other entity.

Capital Structure; Subsidiaries. (a) As The Purchased Shares represent all of the date of this Agreement, the authorized capital stock outstanding equity interests of the Company (the "Company Capital Stock") consists of 100,000,000 shares of Company Common Stock of which 29,857,000 shares of Company Common Stock are outstanding, and 50,000,000 shares of Company Preferred Stock, none of which are outstandingCompany. All issued and outstanding shares of Company Capital Stock are the Purchased Shares (x) have been duly authorized, validly issued, and are fully paid and nonassessablenon-assessable, (y) were not issued in violation of any Contract, purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights and (z) were issued in compliance with applicable state and federal securities Laws. There are no class of Company Capital Stock is entitled to preemptive (i) outstanding rights. As , options, warrants, convertible securities, subscription rights, conversion rights, redemption rights, repurchase rights, exchange rights or other agreements that require or would require a member of the date Company Group to issue, sell, convert, exchange or transfer any equity interests in a member of this Agreementthe Company Group, there are outstanding no optionsincluding the Purchased Shares or (ii) phantom equity, warrants share opportunistic rights or other rights of value the value of which is linked to acquire the value of equity interests in the Company Capital Stock other or any Transferred Company. Other than options to acquire 791,000 shares as set forth in Section 4.02(a) of the Disclosure Letter, neither the Company Common Stock (eachnor any Transferred Company owns, directly or indirectly, any equity interests in any Person. Neither the Company nor any Transferred Company is, directly or indirectly, a "Company Option") issued pursuant to the Company's Amended and Restated 1997 Stock Option Plan (the "participant in any joint venture, partnership, limited liability company or similar arrangement with a third party. Neither the Company Stock Option Plan"). As of the date of this Agreement, 1,000,000 shares of nor any Transferred Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (b) As of the date of this Agreement, no has any outstanding bonds, debentures, notes or other indebtedness obligation which provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the members (or holders of other capital stop, equity interests or voting securities) of the Company are issued or outstandingany Transferred Company on any matter. (cb) Except as set forth in this Section 3.2, as 4.02(b) of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or other voting securities of the Company or, securities convertible into or exchangeable for shares of Company Capital Stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company Disclosure Letter sets forth (i) to repurchase, redeem or otherwise acquire any shares the name of Company Capital Stock or any other voting securities each of the CompanyTransferred Companies, or (ii) to make any equity investment in any other Person. the jurisdiction of organization of each such Transferred Company and (diii) All dividends on shares of Company Common Stock that have been declared prior to the date of this Agreement have been paid in full. (e) The Company has no Subsidiaries. The Company does not own, directly or indirectly, any authorized capital stock or other securities (whether voting or otherwise) equity interests and number of issued and outstanding shares or other equity interests of each Transferred Company and (x) the names of the holders and (y) the ownership interest in any corporation, joint percentages of each class of capital stock company, partnership, limited partnership, limited liability company, joint venture or other entityequity interests of each Transferred Company that are issued and outstanding and the owner of such shares or other equity interests (the “Transferred Company Equity Interests”). The Transferred Company Equity Interests (i) have been duly authorized, validly issued, and are fully paid and non-assessable, (ii) were not issued in violation of any Contract, purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights and (iii) were issued in compliance with applicable state and federal securities Laws. The foregoing holders referred to in clause (x) are the record and beneficial owners of, and have good and valid title to, the Transferred Company Equity Interests set forth next to their respective names in Section 4.02(b) of the Disclosure Letter, free and clear of any Liens, other than Liens on transfer imposed under applicable securities Laws.

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of the Company (the "Company Capital Stock") consists of 100,000,000 22,500,000 shares of Company Common Stock, of which 11,356,792 shares of Company Common Stock of which 29,857,000 shares of Company Common Stock are outstanding, and 50,000,000 shares of Company Preferred Stock, none of which are were outstanding. All issued and outstanding shares of Company Capital Common Stock are duly authorized, validly issued, fully paid and nonassessable, and no class free of Company Capital Stock is entitled to any preemptive rights. As of the date of this Agreement, there are were outstanding no options, warrants or other rights to acquire Company Capital Common Stock other than options Stock Options to acquire 791,000 2,917,450 shares of Company Common Stock (each, a "Company Option"Stock. Section 4.2(a) issued pursuant to the Company's Amended and Restated 1997 Stock Option Plan (the "of the Company Stock Option Plan")Disclosure Schedule lists each holder of Company Common Stock, the number of shares held and such Person’s address. As of the date of this Agreement, 1,000,000 All issued and outstanding shares of Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and were issued in compliance with all applicable federal, state and foreign securities laws. No shares of Company Common Stock are held in treasury or authorized or reserved for issuance (other than pursuant to Stock Options). (b) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote on any matters on which shareholders may vote, are issued or outstanding. (c) Except as set forth in this Section 3.24.2(c) of the Company Disclosure Schedule by optionee, exercise price and expiration date, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Common Stock or other voting securities of the Company or, securities convertible into or exchangeable for shares of Company Capital Common Stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company (iA) to repurchase, redeem or otherwise acquire any shares of Company Capital Common Stock or any other voting securities of the Company, or (iiB) to make any equity investment in any other Person. (d) Section 4.2(d) of the Company Disclosure Schedule contains a list of each Subsidiary of the Company, its jurisdiction of incorporation or organization, and its authorized, issued and outstanding capital stock. All dividends on the issued and outstanding shares of capital stock or other securities (whether voting or otherwise) of each Subsidiary of the Company Common Stock that have been declared prior validly issued and are fully paid and nonassessable and are owned as set forth on Section 4.2(d) of the Company Disclosure Schedule, free and clear of any Liens. Each Subsidiary of the Company is wholly owned by the Company and no other person owns any rights to purchase capital stock or other securities (whether voting or otherwise) in any of the date of this Agreement have been paid in full. (e) The Company has no Subsidiaries. The Except for the capital stock of the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other securities (whether voting or otherwise) or other ownership interest in any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture or other entity. (e) All outstanding shares of the Company’s capital stock are, and all shares of Company Common Stock reserved for issuance as specified above will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the WBCL, the Company articles of incorporation or the Company bylaws or any agreement to which the Company is a party or is otherwise bound. None of the outstanding shares of Company Common Stock have been issued in violation of any federal or state securities Laws. All of the outstanding shares of capital stock of each of the Company Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company or a Subsidiary of the Company free and clear of all Liens. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of the Company Subsidiaries. (f) The Company has no class of securities of the Company or Company Subsidiaries registered or required to be registered under the Exchange Act.

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized Company’s share capital stock is $50,000 divided into 50,000,000 ordinary shares of a par value of $0.001 each (“Company Shares”), of which (i) as of immediately prior to the Closing, without giving effect to the transactions contemplated by this Agreement (including the issuance of the Acquired Shares in the Share Purchase), [***] Company Shares are issued and outstanding, and (ii) as of immediately following the Closing, after giving effect to the issuance of the Acquired Shares in the Share Purchase, 28,143,115 Company Shares will be issued and outstanding. As of the date of this Agreement, 2,103,678 Company Shares are issuable under options. As of the date of this Agreement, 972,015 Company Shares are reserved for issuance, either upon the exercise of options that have not yet been granted, or as restricted shares that have not yet been issued. There are no other equity securities (including securities convertible to or exercisable or exchangeable for Capital Stock) of the Company (that are outstanding as of the "Company Capital Stock") consists date of 100,000,000 shares of Company Common Stock of which 29,857,000 shares of Company Common Stock are outstanding, and 50,000,000 shares of Company Preferred Stock, none of which are outstandingthis Agreement. All issued and outstanding shares of the Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class have been issued in compliance with all applicable Securities Laws and not in violation of Company Capital Stock is entitled to any preemptive rights. As rights or rights of first offer or refusal under the Shareholders Agreement or otherwise under the Governing Documents of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire Company Capital Stock other than options to acquire 791,000 shares of Company Common Stock (each, a "Company Option") issued pursuant to the Company's Amended and Restated 1997 Stock Option Plan (the "the Company Stock Option Plan"). As of the date of this Agreement, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (b) As of Except as provided in the date of this Agreement, no bonds, debentures, notes or other indebtedness Governing Documents of the Company are issued or outstanding. (c) Except as set forth Group and in this Section 3.2, as the equity plans of the date of this AgreementCompany, there are no outstanding securities, options, warrants, calls, rights, conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, plans, “tag-along” or “drag-along” rights or other commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating any member of any kind to which the Company is a party, Group or by which it is bound, obligating the Company any equity owner thereof to issue, deliver deliver, redeem, purchase or sell, or cause to be issued, delivered delivered, redeemed, purchased or sold, additional shares of Company Capital Stock or other voting securities any equity interest in any member of the Company or, Group or any securities or obligations convertible or exchangeable into or exchangeable exercisable for shares of Company Capital Stock or other voting securities an equity interest in any member of the CompanyCompany Group, (ii) giving any Person a right to subscribe for or obligating acquire an equity interest in any member of the Company Group or (iii) obligating any member of the Company Group to issue, grant, extend adopt or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingEquity Right. As No Person (other than the owners of the date Capital Stock of this Agreement, there are no outstanding obligations the members of the Company (iGroup) has an ownership interest or other equity interest representing a right to repurchase, redeem participate in the revenues or otherwise acquire profits of any shares of Company Capital Stock or any other voting securities of the Company, or (ii) to make any equity investment in any other Personmembers of the Company Group. (d) All dividends on shares of Company Common Stock that have been declared prior to the date of this Agreement have been paid in full. (e) The Company has no Subsidiaries. The Company does not own, directly or indirectly, any capital stock or other securities (whether voting or otherwise) or other ownership interest in any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture or other entity.

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of: (the "Company Capital Stock"i) consists of 100,000,000 15,000,000 shares of Company Common Stock Stock, par value $0.000001 per share (“Seller Common Stock”), of which 29,857,000 9,273,333 shares of Company Common Stock are issued and outstanding, and 50,000,000 (ii) no shares of Company Preferred Stock, none of which Stock There are outstanding. All issued and no other outstanding shares of capital stock or voting securities, and no outstanding commitments to issue any shares of capital stock or voting securities, of Company. Seller is the sole stockholder of the Company and no other Person has any rights to acquire securities of the Company. No stock certificates evidencing the Seller Shares were ever issued to Seller. All outstanding shares of capital stock of the Company (“Capital Stock Stock”) are duly authorized, authorized and validly issued, fully paid and nonassessablenon-assessable, and no class are free of Company Capital Stock is entitled any Liens other than any Liens created by or imposed upon the Seller or imposed by federal or state securities laws, and are not subject to preemptive rights. As rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of the date of this AgreementCompany, there as the case may be, or any agreement to which Company is a party or by which it is bound. There are outstanding no options, warrants Convertible Securities issued or other rights to acquire Company Capital Stock other than options to acquire 791,000 shares of Company Common Stock (each, a "Company Option") issued pursuant to promised by the Company's Amended and Restated 1997 Stock Option Plan (the "the Company Stock Option Plan"). As of the date of this Agreement, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (b) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company are issued or outstanding. (c) Except as set forth in this Section 3.2, as of the date of this Agreement, there There are no securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind or character to which the Company or Seller is a party, party or by which it either is bound, bound obligating the Company to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of Company Capital Stock or other voting securities of obligating Company to grant, extend, accelerate the Company orvesting of, securities convertible into or exchangeable for shares of Company Capital Stock or other voting securities of change the Companyprice of, or obligating the Company to issue, grant, extend otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There is no stock option plan entitling employees, agreement, arrangement directors or undertakingconsultants to purchase stock in the Company. As of Except for the date of agreements contemplated by this Agreement, there are no outstanding obligations contracts, commitments or agreements relating to voting, purchase or sale of the Company Capital Stock (i) between or among Company and any of its security holders, and (ii) between or among any of Company’s security holders. None of the employees of Company hold any options in the Company or have any rights to repurchase, redeem or otherwise acquire any Capital Stock. All outstanding shares of Company Capital Stock or any other voting capital stock were issued in compliance with all applicable federal and state securities of the Company, or (ii) to make any equity investment in any other Personlaws. (db) All dividends on shares Except as set forth in Section 5.2(b) of Company Common Stock that have been declared prior to the date of this Agreement have been paid in full. (e) The Company has no Subsidiaries. The Disclosure Schedule, Company does not ownown or otherwise hold, directly or indirectly, any capital stock equity securities or other ownership interests in, or any securities (whether voting convertible into or otherwise) exercisable or exchangeable for any equity securities or other ownership interests in, any corporation, limited liability company, general or limited partnership, joint venture, business trust, association or other business enterprise or entity, and is not a party to any contract, agreement, commitment or other arrangement pursuant to which Company has an option or other right to acquire any equity securities or other ownership interest in any corporation, joint stock company, partnership, limited partnership, limited liability company, general or limited partnership, joint venture venture, business trust, association or other business enterprise or entity.

Capital Structure; Subsidiaries. (a) As The authorized share capital of Holdings consists of 5,000,000 ordinary shares, with a nominal value (pound)1.00 per share, of which 5,000,000 shares are issued and outstanding and constitute the date of this Agreement, the Shares. The authorized share capital stock of the Company consists of 15,000,000 ordinary shares, with a nominal value (pound)1.00 per share, of which 10,000,000 shares are issued and outstanding. No other shares of any class in the capital of Holdings or the Company are authorized, allotted or issued. All of the Shares and Company Shares have been duly authorized and validly issued, are fully paid and are represented by certificates and are not subject to any preemptive rights, other than as provided in the UK Companies Act of 1985 (as amended) (the "Company Capital StockCompanies Act") consists ). Seller is the legal and beneficial owner of 100,000,000 shares all of Company Common Stock the Shares, free and clear of which 29,857,000 shares of Company Common Stock are outstandingall Liens, and 50,000,000 shares Holdings is the legal and beneficial owner of Company Preferred Stock, none of which are outstanding. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of Company Capital Stock is entitled to preemptive rights. As all of the date Company Shares, free and clear of all Liens. There are no warrants, options, Contracts, convertible or exchangeable securities or other preferential rights, arrangements or commitments pursuant to which either of Holdings or the Company is or may become obligated to allot, issue, sell, purchase or redeem any shares in its capital or other equity ownership interests or securities, other than as contemplated by this Agreement. There are no standstill, there are outstanding no optionsvoting or similar agreements or Contracts or any rights of first offer or first refusal to which Seller or Holdings is a party that currently or in the future will limit the ability of any individual, warrants corporation, partnership, firm, joint venture, unincorporated organization, governmental or regulatory authority or other rights to acquire Company Capital Stock other than options to acquire 791,000 shares of Company Common Stock entity (each, a "Company OptionPerson") issued pursuant to acquire, vote, sell, hold or otherwise deal with the Company's Amended and Restated 1997 Stock Option Plan (the "Shares or the Company Stock Option Plan")Shares and any interest therein or right in respect thereof. As Upon consummation of the date of transactions contemplated by this Agreement, 1,000,000 shares Buyer will acquire from Seller record and beneficial ownership of Company Common Stock are reserved for issuance pursuant the Shares, free and clear of all Liens, together with all rights which may become attached to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on Shares at or after the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableClosing. (b) As Neither Holdings nor the Company has at any time: (i) repaid, redeemed or purchased or agreed to repay, redeem or purchase any securities or shares of any class of its share capital or otherwise reduced or agreed to reduce its issued share capital or any class thereof; (ii) directly or indirectly provided any financial assistance (as defined in Section 151 of the date Companies Act, for the purpose of this Agreementthe acquisition of its shares or the shares of its holding company or for the purpose of reducing or discharging any liability incurred in any such acquisition whether pursuant to Section 155 of the Companies Act or otherwise; or (iii) capitalized or agreed to capitalize in the form of shares, no bondsdebentures or any other securities or in paying up any amounts unpaid on any shares, debentures, notes debentures or other indebtedness securities any profits or reserves of the Company are issued any class or outstandingdescription. (c) Except as set forth in this Section 3.2, as The only Subsidiary of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company Holdings is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or other voting securities of the Company or, securities convertible into or exchangeable for shares of Company Capital Stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company (i) to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities of the Company, or (ii) to make any equity investment in any other Person. (d) All dividends on shares of Company Common Stock that have been declared prior to the date of this Agreement have been paid in full. (e) The Company has no Subsidiaries. The Company does not ownAs used in this Agreement, the term "Subsidiary" or, if plural, "Subsidiaries" of a party shall mean any corporate or other entity (including joint ventures, partnerships, limited liability companies and other business associations) in which such party directly or indirectly, any indirectly owns outstanding capital stock or other voting securities (whether voting having the power to elect a majority of the directors or otherwise) or other ownership interest in any corporation, joint stock company, partnership, limited partnership, limited liability company, joint venture similar members of the governing body of such corporation or other entity, or otherwise direct the management and polices of such corporation or other entity; provided, however, that in respect of Holdings and the Company the term "Subsidiary" shall also have the meaning, to the extent not included in the foregoing definition, attributed to the term "subsidiary undertaking" in Section 258 of the Companies Act.