Common use of Capitalisation Clause in Contracts

Capitalisation. (a) As of the date of this Agreement, the issued and outstanding Purchaser Securities are set forth hereto in Schedule 4.5(a). As of the date of this Agreement, there are no issued or outstanding Purchaser preferred shares. All outstanding shares of Purchaser Securities are duly authorised, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under the Laws of the Cayman Islands, Purchaser’s Organisational Documents or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities have been issued in violation of any applicable securities Laws. Prior to giving effect to the transactions contemplated by this Agreement, Purchaser does not have any Subsidiaries or own any equity interests in any other Person. (b) Except as set forth in Schedule 4.5(a) or Schedule 4.5(b), there are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, pre-emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of Purchaser or (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any capital shares, or (C) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of Purchaser to repurchase, redeem or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein, there are no shareholders agreements, voting trusts or other agreements or understandings to which Purchaser is a party with respect to the voting or transfer of any shares of Purchaser. (c) All Indebtedness of Purchaser as of the date of this Agreement is disclosed in Schedule 4.5(c). No Indebtedness of Purchaser contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser, or (iii) the ability of Purchaser to grant any Lien on its properties or assets. As of the date hereof, Purchaser does not have any present intention, agreement, arrangement or understanding to enter into or incur, any additional obligations with respect to or under any Indebtedness. (d) Since the date of formation of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and Purchaser’s board of directors has not authorised any of the foregoing.

Capitalisation. (a) As The issued share capital of the date Company consists of the Share as set forth in Recital (A). (b) The authorised, issued and paid up capital of each of the Subsidiaries is correctly reflected in Schedule B. (c) Except as described in Schedule 4.1.2 (c), the Share is legally and beneficially owned by Seller, free from any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, right of first refusal, usufruct or limited right and any other encumbrance, attachment or condition whatsoever (“Encumbrance”). (d) Except as described in Schedule 4.1.2 (c), all shares in the Subsidiaries are legally and beneficially owned by the Group Companies as described in Schedule B, free from any Encumbrance. (e) No depositary receipts have been issued for the Share. (f) Seller has the power to sell and to transfer the Share to Purchaser as contemplated by this Agreement, the issued and outstanding Purchaser Securities are set forth hereto in Schedule 4.5(a). As of the date of this Agreement, there are no issued or outstanding Purchaser preferred shares. All outstanding shares of Purchaser Securities are duly authorised, . (g) The Share is validly issued, fully paid and non-assessable and not subject to to, or issued in violation of of, any purchase option, right of first refusal, pre-emptive rightrights. (h) Except as described in Schedule 4.1.2 (c), subscription right or any similar right under the Laws all of the Cayman Islandsshares in the Subsidiaries are validly issued, Purchaser’s Organisational Documents fully paid and non-assessable and not subject to, or any Contract to which Purchaser is a party. None of the outstanding Purchaser Securities have been issued in violation of of, any applicable securities Laws. Prior to giving effect to the transactions contemplated by this Agreement, Purchaser does not have any Subsidiaries or own any equity interests in any other Personpre-emptive rights. (bi) Except The Company is duly registered with the Commercial Register and the extract regarding the Company attached as set forth in Schedule 4.5(a) or Schedule 4.5(b), there are no 4.1.2 (i) is correct. No shareholders resolutions regarding issues which require registration in the Commercial Register have been adopted which are not yet registered. (j) The right to receive dividends or distributions of any kind (whether payable now or in the future) on the Share and the shares in the Subsidiaries has not been disposed of. No one, with the exception of Seller or any Group Companies which are shareholders of other Group Companies, has any right to distributions arising out of the profit, reserves or liquidation balance and/or any other distributions of any Group Companies. Neither Seller nor any of Seller’s Affiliates has received any dividend or any distribution in kind (whether payable now or in the future) from any Group Company after December 31, 2005. (k) There are no outstanding subscriptions, options, warrants, puts, calls, convertible or exchangeable securitiescontracts, “phantom” share rightscommitments, share appreciation rightsunderstandings, share-based units, pre-emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreementsrestrictions, arrangements, Contracts rights or commitments warrants, including any right of conversion or exchange under any character (outstanding security, instrument or other than this Agreement and agreement, obligating the Ancillary Documents), (A) relating to the issued or unissued securities of Purchaser or (B) obligating Purchaser Company to issue, transfer, deliver or sell sell, or cause to be issued, transferred, delivered, sold delivered or repurchased any options or shares or securities convertible into or exchangeable for any capital sharessold, or (C) otherwise to become outstanding, additional shares in the capital of any of the Group Companies or obligating Purchaser any of the Group Companies to grant, extend or enter into any such option, warrant, call, subscription agreement or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there commitment. (l) There are no outstanding obligations of Purchaser to repurchasevoting trusts, redeem or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein, there are no shareholders agreements, voting trusts proxies or other agreements or understandings to which Purchaser is a party with respect to the voting or transfer of any shares of Purchaser. (c) All Indebtedness of Purchaser as of in the date of this Agreement is disclosed in Schedule 4.5(c). No Indebtedness of Purchaser contains any restriction upon: (i) the prepayment capital of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser, or (iii) the ability of Purchaser to grant any Lien on its properties or assetsGroup Companies. As There are no unexecuted resolutions of the date hereof, Purchaser does not have any present intention, agreement, arrangement or understanding to enter into or incur, any additional obligations with respect to or under any Indebtedness. (d) Since the date general meeting of formation shareholders of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and Purchaser’s board of directors has not authorised any of the foregoingGroup Companies providing for the issuance of shares in the capital of any of the Group Companies or the grant of options or other rights to acquire shares in the capital of any of the Group Companies.

Capitalisation. The authorised and issued share capital of the Company is set out in the Public Documents. All of the issued share capital of the Company has been duly authorised and validly issued and is fully paid and: (a) As of no share in the date of this AgreementCompany’s share capital (including, without limitation, the issued Conversion Shares and outstanding Purchaser Securities are set forth hereto in Schedule 4.5(a). As of the date of this Agreement, there are no issued or outstanding Purchaser preferred shares. All outstanding shares of Purchaser Securities are duly authorised, validly issued, fully paid and non-assessable and not Warrant Shares) is subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right rights or any other similar right rights (arising under English law, the Laws of the Cayman Islands, Purchaser’s Organisational Documents Memorandum and Articles or any Contract agreement or instrument to which Purchaser the Company is a party. None of ) or any Liens granted or created by the outstanding Purchaser Securities have been issued in violation of any applicable securities Laws. Prior to giving effect to the transactions contemplated by this Agreement, Purchaser does not have any Subsidiaries or own any equity interests in any other Person.Company; (b) Except as set forth in Schedule 4.5(a) or Schedule 4.5(b), there are no outstanding debt securities issued by the Company or any of its Subsidiaries; (ic) save for options granted by the Company under employee option schemes there are no outstanding options, warrants, putsscrip, callsrights to subscribe to, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, pre-emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts calls or commitments of any character (other than this Agreement and the Ancillary Documents)whatsoever relating to, (A) relating to the issued or unissued securities of Purchaser or (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities or rights convertible into into, any share capital of the Company or any of its Subsidiaries, nor contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional share capital of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for for, any share capital shares, of the Company or any of its Subsidiaries; (Cd) obligating Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations securities or instruments of Purchaser to repurchasethe Company or any of its Subsidiaries which contain any redemption or similar provisions, redeem or otherwise acquire any shares of Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth herein, and there are no shareholders agreementscontracts, voting trusts commitments, understandings or other agreements arrangements by which the Company or understandings any of its Subsidiaries is or may become bound to which Purchaser is redeem a party with respect to security of the voting Company or transfer any of any shares of Purchaser.its Subsidiaries; (ce) All Indebtedness of Purchaser as there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issue of the date of Securities as described in this Agreement is disclosed in Schedule 4.5(c). No Indebtedness of Purchaser contains any restriction upon: Agreement; and (if) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaser, or (iii) the ability of Purchaser to grant any Lien on its properties or assets. As of the date hereof, Purchaser Company does not have any present intention, agreement, arrangement “phantom stock” plans or understanding to enter into arrangements or incur, any additional obligations with respect to similar plans or under any Indebtednessarrangements. (d) Since the date of formation of Purchaser, and except as contemplated by this Agreement, Purchaser has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and Purchaser’s board of directors has not authorised any of the foregoing.

Capitalisation. (a) As of the date of this Agreement, the issued and outstanding Purchaser Securities are set forth hereto out in Schedule paragraph 4.5(a)) of the Purchaser Disclosure Letter. As of the date of this Agreement, there are no issued or outstanding Purchaser preferred shares. All outstanding shares of Purchaser Securities are duly authorised, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, pre-emptive right, subscription right or any similar right under the Laws of the Cayman IslandsLuxembourg Laws, Purchaser’s Organisational Documents or any Contract to which the Purchaser is a party. None of the outstanding Purchaser Securities have been issued in violation of any applicable securities Applicable Securities Laws. Prior to giving effect to the transactions contemplated by this AgreementTransactions, the Purchaser does not have any Subsidiaries (other than the Purchaser Subsidiary) or own any equity interests in any other Person. (b) Except as set forth in Schedule 4.5(a) or Schedule 4.5(b), there There are no (i) outstanding options, warrants, puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, pre-pre- emptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of the Purchaser or (B) obligating the Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any capital shares, or (C) obligating the Purchaser to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than the Redemption or as expressly set forth out in this Agreement, there are no outstanding obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the Purchaser or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth out herein, there are no shareholders agreements, voting trusts or other agreements or understandings to which the Purchaser is a party with respect to the voting or transfer of any shares of the Purchaser. (c) All Indebtedness of the Purchaser or the Purchaser Subsidiary as of the date of this Agreement is disclosed in Schedule paragraph 4.5(c)) of the Purchaser Disclosure Letter. No Indebtedness of the Purchaser or the Purchaser Subsidiary contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Purchaserthe Purchaser or the Purchaser Subsidiary, or (iii) the ability of the Purchaser Subsidiary to grant any Lien on its properties or assets. As of the date hereof, the Purchaser does not have any present intention, agreement, arrangement or understanding to enter into or incur, any additional obligations with respect to or under any Indebtedness. (d) Since the date of its applicable formation of Purchaser, and except as contemplated for the advance liquidation distribution to be made by this Agreementthe Purchaser Subsidiary in accordance with Step 1 of the Steps Paper, no member of the Purchaser Group, has not declared or paid any distribution or dividend in respect of its shares and or has not repurchased, redeemed or otherwise acquired any of its shares, and Purchaser’s board no corporate body of directors any member of the Purchaser Group has not authorised any of the foregoing.