Common use of Capitalization of TopCo Clause in Contracts

Capitalization of TopCo. (a) On the Closing Date, as of immediately prior to the Closing, (i) TopCo shall not have any authorized share capital and the issued and outstanding share capital of TopCo shall consist of one TopCo Ordinary Share, and (ii) the issued and outstanding TopCo Ordinary Share (A) shall be duly authorized, validly issued, fully paid and nonassessable (meaning that the holder of a TopCo Ordinary Share shall not by reason of merely being such a holder be subject to assessment or calls by TopCo or its creditors for further payment on such TopCo Ordinary Share), (B) shall have been issued in compliance with applicable Law and (C) shall not have been issued in breach or violation of any preemptive rights or Contract. Except as set forth in the first sentence of this Section 4.3(a), immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be no other shares of TopCo Ordinary Shares or other equity interests of TopCo authorized, reserved, issued or outstanding. (b) Immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for TopCo Ordinary Shares or the Equity Securities of TopCo or any of its Subsidiaries, or any other Contracts to which TopCo or any of its Subsidiaries is a party or by which TopCo or any of its Subsidiaries is bound obligating TopCo or any of its Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, TopCo or any of its Subsidiaries, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in TopCo or any of its Subsidiaries and (iii) no voting trusts, proxies or other Contracts with respect to the voting or transfer of TopCo Ordinary Shares. (c) The Equity Securities of Merger Sub outstanding as of the date of this Agreement (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law, and (iii) were not issued in breach or violation of any preemptive rights or Contract. All of the outstanding Equity Securities of each Merger Sub are owned directly by the TopCo, free and clear of all Liens (other than transfer restrictions under applicable securities Law). TopCo has no Subsidiaries other than Merger Sub and does not own, directly or indirectly, any Equity Securities in any Person other than Merger Sub.

Capitalization of TopCo. (a) On the Closing Date, as of (i) immediately prior to the ClosingFirst Merger Effective Time, (i) TopCo shall not have any the authorized share capital of TopCo (excluding the issued share capital) shall consist of 6,000,000,000 TopCo Ordinary Shares and the issued and outstanding share capital of TopCo shall consist of one TopCo Ordinary Sharethe Initial Shares, and (ii) immediately following the Closing, all of the issued and outstanding TopCo Ordinary Share Shares (A) shall be duly authorized, validly issued, fully paid and nonassessable (meaning that the holder of a TopCo Ordinary Share shall not by reason of merely being such a holder be subject to assessment or calls by TopCo or its creditors for further payment on such TopCo Ordinary Share)nonassessable, (B) shall have been issued in compliance with applicable Law and (C) shall not have been issued in breach or violation of any preemptive rights or Contract. . (b) Except as set forth in the first sentence of this Section 4.3(a), immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be no other shares of TopCo Ordinary Shares or other equity interests of TopCo authorized, reserved, issued or outstanding. (bc) Immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for TopCo Ordinary Shares or the Equity Securities of TopCo or any of its Subsidiariesthe Group Company, or any other Contracts to which TopCo or any of its Subsidiaries is a party or by which TopCo or any of its Subsidiaries is bound obligating TopCo or any of its Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, TopCo or any of its Subsidiaries, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in TopCo or any of its Subsidiaries and (iii) no voting trusts, proxies or other Contracts with respect to the voting or transfer of TopCo Ordinary Shares. (c) The Equity Securities of Merger Sub outstanding as of the date of this Agreement (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law, and (iii) were not issued in breach or violation of any preemptive rights or Contract. All of the outstanding Equity Securities of each Merger Sub are owned directly by the TopCo, free and clear of all Liens (other than transfer restrictions under applicable securities Law). TopCo has no Subsidiaries other than Merger Sub and does not own, directly or indirectly, any Equity Securities in any Person other than Merger Sub.

Capitalization of TopCo. (a) On the Closing Date, as of immediately prior to the Closing, (i) TopCo shall not have any the authorized share capital and the issued and outstanding share capital of TopCo shall consist of one 285,000,000 TopCo Ordinary ShareShares and 15,000,000 TopCo Financing Preferred Shares, and (ii) all of the issued and outstanding TopCo Ordinary Share Shares (A) shall be duly authorized, validly issued, fully paid and nonassessable (meaning that the holder of a TopCo Ordinary Share shall not by reason of merely being such a holder be subject to assessment or calls by TopCo or its creditors for further payment on such TopCo Ordinary Share)nonassessable, (B) shall have been issued in compliance with applicable Law and (C) shall not have been issued in breach or violation of any preemptive rights or Contract. Except as set forth in the first sentence of this Section 4.3(a)) or on Section 4.3(a) of the Company Disclosure Schedule, immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be no other shares of TopCo Ordinary Shares or other equity interests of TopCo authorized, reserved, issued or outstanding. (b) Immediately Except as set forth on Section 4.3(b) of the Company Disclosure Schedule, immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for TopCo Ordinary Shares or the Equity Securities of TopCo or any of its Subsidiariesthe Group Company, or any other Contracts to which TopCo or any of its Subsidiaries is a party or by which TopCo or any of its Subsidiaries is bound obligating TopCo or any of its Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, TopCo or any of its Subsidiaries, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in TopCo or any of its Subsidiaries and (iii) no voting trusts, proxies or other Contracts with respect to the voting or transfer of TopCo Ordinary Shares. (c) The Equity Securities of each Merger Sub outstanding as of the date of this Agreement (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law, and (iii) were not issued in breach or violation of any preemptive rights or Contract. All of the outstanding Equity Securities of each Merger Sub are owned directly by the TopCo, free and clear of all Liens (other than transfer restrictions under applicable securities Securities Law). As of the date hereof, TopCo has no Subsidiaries other than the Merger Sub Subs and does not own, directly or indirectly, any Equity Securities in any Person other than the Merger SubSubs.