Common use of Issuance and Status Clause in Contracts

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive rights of any Person, and applicable Contracts. All share capital or registered capital, as the case may be, of each Group Company have been duly and validly issued, are fully paid (or subscribed for) and non-assessable, and are and shall be free of any and all Liens (except for any restrictions on transfer under the Cooperation Documents, the Ancillary Agreements, Section 3.2(viii) of the Disclosure Schedule and applicable Laws). Except as contemplated under the Transaction Documents or disclosed in Section 3.2(viii) of the Disclosure Schedule, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company (other than those relating to ESOP) or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which have accrued or been declared but are unpaid by any Group Company, (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities, or (d) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Group Company. All dividends (if any) or distributions (if any) declared, made or paid by each Group Company, and all repurchases and redemptions of Equity Securities of each Group Company (if any), have been declared, made, paid, repurchased or redeemed, as applicable, in accordance with its Charter Documents and all applicable Laws.

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive rights of any Person, and applicable Contracts. All share capital or registered capital, as the case may be, of each Group Company have been duly and validly issued, are issued and fully paid (or subscribed for) and non-assessable), is nonassessable, and are is and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Cooperation Transaction Documents, the Ancillary Agreements, Section 3.2(viii) of the Disclosure Schedule Cooperation Documents and other ancillary agreements and applicable Laws). Except as contemplated under the Transaction Documents or disclosed in Section 3.2(viii) of the Disclosure ScheduleDocuments, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company (other than those relating to ESOP) or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which have accrued or been declared but are unpaid by any Group Company, (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities, or (d) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Group Company. All dividends (if any) or distributions (if any) declared, made or paid by each Group Company, and all repurchases and redemptions of Equity Securities of each Group Company (if any), have been declared, made, paid, repurchased or redeemed, as applicable, in accordance with its Charter Documents and all applicable Laws. Each Group Company is the sole record and beneficial holder of all of the Equity Securities set forth opposite its name on Section 2.5 of the Disclosure Schedule, free and clear of all Liens of any kind other than those arising under applicable Law or as set forth in the Cooperation Documents.

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive rights of any Person, and applicable Contracts. All share capital or registered capital, as the case may be, of each Group Company have been duly and validly issued, are issued and fully paid (or subscribed for) and non-assessable), is nonassessable, and are is and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Cooperation Transaction Documents, the Ancillary Agreements, Section 3.2(viii) of the Disclosure Schedule Cooperation Documents and other ancillary agreements and applicable Laws). Except as contemplated under the Transaction Documents or disclosed in Section 3.2(viii) of the Disclosure ScheduleDocuments, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company (other than those relating to ESOP) or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which have accrued or been declared but are unpaid by any Group Company, (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities, or (d) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Group Company. All dividends (if any) or distributions (if any) declared, made or paid by each Group Company, and all repurchases and redemptions of Equity Securities of each Group Company (if any), have been declared, made, paid, repurchased or redeemed, as applicable, in accordance with its Charter Documents and all applicable Laws.. Each Group Company is the sole record and beneficial holder of all of its Equity Securities, free and clear of all Liens of any kind other than those arising under applicable Law or as set forth in the Cooperation Documents. Series C+ Preferred Share Purchase Agreement SCHEDULE V

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable LawsLaws and Charter Documents, preemptive rights of any Person, and applicable Contracts. All The share capital or registered capital, as the case may be, of each Group Company have has been duly and validly issued, are fully paid (or subscribed for) and non-assessable, and are and as of the Closing shall be free of any and all Liens (except for (a) any restrictions on transfer under the Cooperation Documents, Series C SHA and the Ancillary Agreements, Section 3.2(viii) of the Disclosure Schedule Transaction Documents and applicable Laws, and (b) the options and equity pledges contemplated under the Control Documents). Except as contemplated under the Transaction Documents Documents, the Control Documents, and the ESOP Plan, or as disclosed in Section 3.2(viii3.3(iv) of the Disclosure Schedule, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company (other than those relating to ESOP) or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which that have accrued or been declared but are unpaid by any Group Company, (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities, or (d) outstanding or authorized equity appreciationnominal shareholding arrangements, phantom equitytrust arrangements, equity plans or similar rights arrangements in connection with respect to any Equity Securities in any Group Company. All dividends , or (if anye) options, warrants, rights, convertible or distributions exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements, or undertakings of any kind to which a Group Company is a party or by which it is bound (if anyx) declaredobligating a Group Company to issue, made deliver, or paid by each sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any Group Company, and all repurchases and redemptions of Equity Securities of each (y) obligating a Group Company to issue, grant, extend, or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement, or undertaking, or (if any), have been declared, made, paid, repurchased z) providing any Person with the right to receive any economic benefit or redeemed, as applicable, in accordance with its Charter Documents right similar to or derived from the economic benefits and all applicable Lawsrights occurring to holders of the capital stock of any Group Company.

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable LawsLaws and Charter Documents, preemptive rights of any Person, and applicable Contracts. All share capital or registered capital, as the case may be, of each Group Company have been duly and validly issued, are fully paid (or subscribed for) and non-assessable, and are and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Cooperation Documents, the Ancillary Agreements, Section 3.2(viii) of the Disclosure Schedule Transaction Documents and applicable Laws). Except as contemplated under the Reorganisation Plan, the Transaction Documents, the Control Documents and the ESOP Plan, or as disclosed in Section 3.2(viii3.3(iv) of the Disclosure Schedule, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company (other than those relating to ESOP) or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which have accrued or been declared but are unpaid by any Group Company, (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities, or (d) outstanding or authorized equity appreciationnominal shareholding arrangements, phantom equity, equity plans trust arrangements or similar rights arrangements in connection with respect to any Equity Securities in any Group Company. All dividends , or (if anye) options, warrants, rights, convertible or distributions exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which a Group Company is a party or by which it is bound (if anyx) declaredobligating a Group Company to issue, made deliver or paid by each sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any Group Company, and all repurchases and redemptions of Equity Securities of each (y) obligating a Group Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (if any), have been declared, made, paid, repurchased z) that give any Person the right to receive any economic benefit or redeemed, as applicable, in accordance with its Charter Documents right similar to or derived from the economic benefits and all applicable Lawsrights occurring to holders of the capital stock of any Group Company.