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 are fully paid and non-assessable. All share capital of each Group Company is and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Ancillary Agreements or applicable securities laws). There are no (a) resolutions (except as contemplated hereby) pending to change the share capital of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company or (b) dividends which have accrued but are unpaid by 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 Laws, preemptive rights of any Person, and applicable Contracts and are fully paid and non-assessable. All share capital of each Group Company is and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Ancillary Agreements or applicable securities lawsTransaction Documents). There are no (ai) resolutions (except as contemplated hereby) pending to change increase the share capital of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company or (bii) dividends which have accrued or been declared but are unpaid by 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 Laws, preemptive rights of any Person, and applicable contracts and are fully paid and non-assessable. All share capital of each Group Company is and as of the Closing shall be free of any and all Liens Encumbrances (except for any restrictions on transfer as provided under the Ancillary Agreements or Transaction Documents and pursuant to applicable securities lawsLaws). There are no (ai) resolutions (except as contemplated hereby) pending to change the share capital of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company or (bii) dividends which have accrued or been declared but are unpaid by any Group Company.