Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized and issued share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares), when issued, will conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued Shares have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state securities laws. None of the issued Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options options, warrants or warrantsrights, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The attributes of the Shares (including the Offered Shares), when issued, will conform ) and the Pre-Funded Warrants are consistent in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) assessable and have been issued in compliance compliance, in all material respects, with the Company’s memorandum all U.S. and articles of associationCanadian federal, all Irish company laws state, provincial and all federal and state local securities laws. None of the issued outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, present in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized and issued share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, described in each case described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus). The Shares (including All of the Offered Shares), when issued, will ADSs and the Underlying Shares conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares (including the Ordinary Shares owned by Selling Shareholders and the Ordinary Shares to be purchased by Selling Shareholders pursuant to an exercise by any such Selling Shareholder of an option pursuant to an Option Exercise Notice) have been duly and validly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state securities lawsfurther assessment. None of the issued Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The descriptions description of the Company’s share option option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly present, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options options, warrants or warrantsrights, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The attributes of the Shares (including the Offered Shares)) are consistent, when issuedor in the case of the Pre-Funded Warrants, will conform be consistent in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) assessable and have been issued in compliance compliance, in all material respects, with the Company’s memorandum all U.S. and articles of associationCanadian federal, all Irish company laws state, provincial and all federal and state local securities laws. None of the issued outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, present in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is is, and upon completion of the Corporate Reorganization will be, as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (share capital of the Company, including the Shares and the Offered Shares)ADSs, when issued, will conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) nonassessable and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state applicable securities laws. None of the issued Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly waived, disapplied or satisfied. The form of certificates for the Ordinary Shares conform to the corporate law of the jurisdiction of England and Wales and to any requirements of the Company’s articles of association. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presentpresents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (share capital of the Company, including the Shares and the Offered Shares)ADSs, when issued, will conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and all outstanding ADSs have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) nonassessable and have been issued in compliance with the Company’s memorandum all applicable federal, state and articles of association, all Irish company laws and all federal and state local securities laws. None of the issued outstanding Ordinary Shares or ADSs was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or other than have been waived. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (share capital of the Company, including the Offered Shares), when issued, will conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Shares owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) nonassessable and have been issued in compliance with the Company’s memorandum and articles of associationall foreign, all Irish company laws and all U.S. federal and state securities laws. None of the issued outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “CapitalizationDescription of Share Capital” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Ordinary Shares (including the Offered Shares), when issued, will ) conform in all material respects to the description thereof contained in the Time Prospectus and such description conforms to the rights set forth in the Constitution of Sale Prospectusthe Company or relevant filings made by the Company with the Irish Companies Registration Office, as appropriate. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and are not subject to any calls for any additional payments (non-assessablenonassessable) and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state securities laws. None of the issued outstanding Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrantsoptions, in each case if any, described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares All the shares of Common Stock (including the Offered Shares), when issued, will ) conform in all material respects to the description thereof contained in the Time Prospectus. As of Sale Prospectusthe date hereof, there are 13,500,000 shares of Common Stock issued and outstanding, all of which are owned by the Selling Shareholder. All of the issued Shares and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) assessable and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state securities lawslaws and Xxxxxxxx Islands law. None of the issued Shares outstanding shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries the Subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s share option and other share plans or arrangementsequity incentive plan, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown with respect to such plans, arrangementsplan, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Share Capital” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plansplans described in the Prospectus, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares ADSs (including the Offered Ordinary Shares), when issued, will ) and the Preferred Shares conform in all material respects to the description thereof contained in the Time of Sale ProspectusProspectus and such description, insofar as it relates to the Ordinary Shares or the Preferred Shares, conforms to the rights set forth in the Constitution of the Company or the relevant filings made by the Company with the Irish Companies Registration Office, as appropriate. All of the issued and outstanding Ordinary Shares and Preferred Shares and all outstanding ADSs have been duly authorized and validly issued, are fully paid and are not subject to any calls for any additional payments (non-assessablenonassessable) and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all U.S. federal and state securities laws. None of the issued outstanding Ordinary Shares, Preferred Shares or ADSs was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized authorized, issued and issued outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (share capital of the Company, including the Offered Shares)Securities, when issued, will conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued Ordinary Shares and issued and outstanding ADSs have been duly authorized and validly issued, are fully paid and are will not be subject to calls any call for any additional payments (non-assessable) the payment of further capital and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state applicable securities laws. None of the issued Ordinary Shares was or issued and outstanding ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conform to the corporate law of the jurisdiction of England and Wales and to any requirements of the Company’s articles of association. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share option stock option, stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presentpresents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered Securities in the form of ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized and issued share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, warrants described in each case described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus). The Shares (including All of the Offered Shares), when issued, will ADSs and the Underlying Shares conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly and validly authorized and validly issued, are fully paid and are not subject to calls for any additional payments (non-assessable) and have been issued in compliance with the Company’s memorandum and articles of association, all Irish company laws and all federal and state securities lawsfurther assessment. None of the issued Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or issued outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock, as applicable, stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The descriptions description of the Company’s share option option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly present, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.