Common use of Capital Structure; Subsidiaries Clause in Contracts

Capital Structure; Subsidiaries. (a) The Purchased Shares represent all of the outstanding equity interests of the Company. All of the Purchased Shares (x) have been duly authorized, validly issued, and are fully paid and non-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 (i) outstanding rights, 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 Company Group to issue, sell, convert, exchange or transfer any equity interests in a member of the Company Group, including the Purchased Shares or (ii) phantom equity, share opportunistic rights or other rights of value the value of which is linked to the value of equity interests in the Company or any Transferred Company. Other than as set forth in Section 4.02(a) of the Disclosure Letter, neither the Company nor 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 participant in any joint venture, partnership, limited liability company or similar arrangement with a third party. Neither the Company nor any Transferred Company has any outstanding bonds, debentures, notes or other 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 or any Transferred Company on any matter.

Capital Structure; Subsidiaries. (a) The Purchased Shares represent all 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 Shares. The authorized share capital of the outstanding equity interests 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 Companycapital of Holdings or the Company are authorized, allotted or issued. All of the Purchased Shares (x) and Company Shares have been duly authorized, authorized and validly issued, and are fully paid and non-assessableare represented by certificates and are not subject to any preemptive rights, other than as provided in the UK Companies Act of 1985 (yas amended) were not issued in violation (the "Companies Act"). Seller is the legal and beneficial owner of any Contractall of the Shares, purchase or call optionfree and clear of all Liens, right and Holdings is the legal and beneficial owner of first refusalall of the Company Shares, subscription right, preemptive right or any similar rights free and (z) were issued in compliance with applicable state and federal securities Lawsclear of all Liens. There are no (i) outstanding rightswarrants, options, warrantsContracts, convertible securities, subscription or exchangeable securities or other preferential rights, conversion rights, redemption rights, repurchase rights, exchange rights arrangements or other agreements that require commitments pursuant to which either of Holdings or would require a member of the Company Group is or may become obligated to allot, issue, sell, convert, exchange purchase or transfer redeem any equity interests shares in a member of the Company Group, including the Purchased Shares or (ii) phantom equity, share opportunistic rights its capital or other equity ownership interests or securities, other than as contemplated by this Agreement. There are no standstill, voting or similar agreements or Contracts or any rights of value the value of first offer or first refusal to which Seller or Holdings is linked to the value of equity interests a party that currently or in the Company or future will limit the ability of any Transferred Company. Other than as set forth in Section 4.02(a) of the Disclosure Letterindividual, neither the Company nor any Transferred Company ownscorporation, directly or indirectlypartnership, any equity interests in any Person. Neither the Company nor any Transferred Company isfirm, directly or indirectly, a participant in any joint venture, partnershipunincorporated organization, limited liability company governmental or similar arrangement regulatory authority or other entity (each, a "Person") to acquire, vote, sell, hold or otherwise deal with a third party. Neither the Shares or the Company nor Shares and any Transferred Company has any outstanding bonds, debentures, notes interest therein or other 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) in respect thereof. Upon consummation of the Company transactions contemplated by this Agreement, Buyer will acquire from Seller record and beneficial ownership of the Shares, free and clear of all Liens, together with all rights which may become attached to the Shares at or any Transferred Company on any matterafter the Closing.

Capital Structure; Subsidiaries. (a) The Purchased Shares represent all authorized capital stock of the Company consists of 4,000 Ordinary Shares, each of which were issued and outstanding equity interests as of the Companydate of this Agreement and 2,295.478 CPECs. All of the Purchased outstanding Shares (x) have been duly authorized and are validly issued and, with respect to the Ordinary Shares, fully paid. Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issuedissued and fully paid, is owned either directly or indirectly by the Company, free and are fully paid clear of Encumbrances (other than those Encumbrances arising pursuant to applicable securities laws and non-assessable, (y) were not issued in violation this Agreement or resulting from the actions of any Contract, purchase or call option, right of first refusal, subscription right, preemptive right Buyer or any similar rights of its Affiliates) and (z) were issued in compliance with applicable state and federal as of the date of this Agreement, there are no other outstanding shares of capital stock or other securities Lawsof the Company or any of its Subsidiaries. There are no (i) preemptive or other outstanding rights, depository receipts issued for any of the Shares, options, warrants, convertible securities, subscription conversion rights, conversion stock appreciation rights, redemption rights, repurchase rights, exchange rights agreements, arrangements, calls, commitments or other agreements that require or would require a member of the Company Group to issue, sell, convert, exchange or transfer any equity interests in a member of the Company Group, including the Purchased Shares or (ii) phantom equity, share opportunistic rights or other rights of value the value of which is linked to the value of equity interests in any kind that obligate the Company or any Transferred Company. Other than as set forth in Section 4.02(a) of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Disclosure LetterCompany or any of its Subsidiaries (or any securities or obligations convertible or exchangeable into or exercisable for, neither or giving any Person a right to subscribe for or acquire, any securities of the Company nor or any Transferred of its Subsidiaries), and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company owns, directly or indirectly, does not have outstanding any equity interests in any Person. Neither the Company nor any Transferred Company is, directly or indirectly, a participant in any joint venture, partnership, limited liability company or similar arrangement with a third party. Neither the Company nor any Transferred Company has any outstanding bonds, debentures, notes or other obligation which provide obligations the holders thereof of which have 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) shareholders of the Company or any Transferred Company on any matter.

Capital Structure; Subsidiaries. (a) The Purchased Shares represent all 100% of the issued and outstanding equity interests of the Company. All of the Purchased The Shares (x) have been duly authorized, authorized and validly issued, and are fully paid and non-assessable, (y) were assessable and have not been issued in violation of any Contractpreemptive rights, purchase or call option, right rights of first refusalrefusal or similar rights. The Seller owns 100% of the Shares, subscription rightbeneficially and of record, preemptive right free and clear of any Encumbrance (other than any Permitted Encumbrance or any similar rights and (z) were issued in compliance with applicable state and federal securities Laws. There are no (i) outstanding rights, options, warrants, convertible securities, subscription rights, conversion rights, redemption rights, repurchase rights, exchange rights or other agreements that require or would require a member Encumbrance arising due to any action of the Company Group to issue, sell, convert, exchange or transfer any equity interests in a member of the Company Group, including the Purchased Shares or (ii) phantom equity, share opportunistic rights or other rights of value the value of which is linked to the value of equity interests in the Company Buyer or any Transferred Companyof its Affiliates). Other than Except as set forth in Section 4.02(a2.5(a) of the Seller Disclosure LetterSchedule, neither there are no outstanding (i) shares of, or other voting or equity interests in, the Company, (ii) securities of the Company nor any Transferred Company ownsconvertible into or exercisable or exchangeable for shares of, directly or indirectly, any other voting or equity interests in in, the Company, (iii) options, subscriptions, warrants, puts, calls, commitments, conversion rights, rights of exchange, plans or other rights or agreements, commitments or understandings of any Person. Neither kind to acquire from the Company nor any Transferred Company isCompany, directly or indirectly, a participant in any joint venture, partnership, limited liability company or similar arrangement with a third party. Neither the Company nor any Transferred Company has any outstanding bonds, debentures, notes or other obligation which provide of the holders thereof Seller or the right Company to vote (issue, transfer or are sell, any shares of, or other voting or equity interests in, the Company or securities convertible or exchangeable into or exercisable or exchangeable for securities having the right to vote) with the members (shares of, or holders of other capital stop, voting or equity interests in, the Company, (iv) voting trusts, proxies or other similar agreements or understandings to which the Seller or the Company is a party or by which the Seller or the Company is bound with respect to the voting securitiesof any shares of, or other voting or equity interests in, the Company or (v) contractual obligations or commitments of any character (contingent or otherwise) restricting the transfer of, or requiring the registration for sale of, any shares of or other voting or equity interests in, the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Transferred Company on any matterSecurities. At the Closing, the Shares shall constitute all of the issued and outstanding ownership interests of the Company.