Common use of Outstanding Security Holders Clause in Contracts

Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders and other security holders of each Group Company as of the date hereof and immediately prior to the Closing is set forth in Section 3.2(d) of the Disclosure Schedule, indicating the type and number of shares, options or other securities held by each such shareholder, option holder or other security holder. All share capital or registered capital of each Group Company have been duly and validly issued (or subscribed for) and fully paid and are non-assessable. All share capital or registered capital of each Group Company are free and clear of any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation (“Liens”) (except for any restrictions on transfer under applicable laws). No share capital or registered capital of any Group Company was issued or subscribed to in violation of the preemptive rights of any person, terms of any agreement or any laws, by which each such Group Company at the time of issuance or subscription was bound. Except as set forth in Section 3.2(d) of the Disclosure Schedule and as contemplated under the Transaction Documents (as defined below), (i) there are no resolutions pending to increase the share capital or registered capital of any Group Company; (ii) there are no outstanding contracts, agreements, or any other instruments under which any person purchases or otherwise acquires, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Company; (iii) there are no dividends which have accrued or been declared but are unpaid by any Group Company; and (iv) there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Group Company. Except as contemplated hereby, the Company is not a party or subject to any agreement that affects or relates to the voting or giving of written consents with respect to any security of the Company.

Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders ultimate or beneficial shareholders and any other security holders of each Group the Equity Securities of the Company as of the date hereof and immediately prior to the Closing is set forth in Section 3.2(d) 5.2.6 of the Disclosure Schedule, indicating the type and number of shares, options or other securities Equity Securities held by each such shareholder, option holder or other security holder. All outstanding share capital or registered capital of each Group Company have has been duly and validly issued (or subscribed for) and ), fully paid and are non-assessable. All Except as listed in Section 5.2.6 of the Disclosure Schedule, all share capital or registered capital of each Group Company are is free and clear of any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation (“Liens”) Lien (except for any restrictions on transfer under applicable lawsLaws). No share outstanding share, option, warrant, registered capital or registered capital other Equity Security of any Group Company was issued or subscribed to in violation of the preemptive rights of any personPerson, terms of any agreement Contract or any lawsapplicable Law, including without being limited to applicable securities Laws and any exemption therefrom, by which each such Group Company at the time of issuance or subscription was bound. Except as set forth in Section 3.2(d) of the Disclosure Schedule and as contemplated under the Transaction Documents (as defined below)hereunder, (i) there are is no resolutions resolution pending to increase the share capital or registered capital of any Group Company; (ii) there are is no outstanding contracts, agreements, or any other instruments Contract under which any person Person purchases or otherwise acquires, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Company; (iii) there are is no dividends dividend which have has accrued or been declared but are is unpaid by any Group Company; and (iv) there are is no outstanding or authorized equity appreciation, phantom equity, equity plans plan or similar rights right with respect to any Group Company. Except as contemplated herebyhereunder, the no Group Company is not a party or subject to any agreement Contract that affects or relates to the voting or giving of written consents with respect to any security of the Equity Securities of such Group Company.