Common use of Outstanding Security Holders Clause in Contracts

Outstanding Security Holders. A complete and current list of all outstanding ultimate or beneficial shareholders and any other holders of the Equity Securities of the Company as of the date hereof and immediately prior to the Closing is set forth in Section 5.2.6 of the Disclosure Schedule, indicating the type and number of Equity Securities held by each such holder. All outstanding share capital or registered capital of each Group Company has been duly and validly issued (or subscribed for), fully paid and non-assessable. Except as listed in Section 5.2.6 of the Disclosure Schedule, all share capital or registered capital of each Group Company is free and clear of any Lien (except for any restrictions on transfer under applicable Laws). No outstanding share, option, warrant, registered capital or other Equity Security of any Group Company was issued or subscribed to in violation of the preemptive rights of any Person, terms of any Contract or any applicable 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 contemplated hereunder, (i) there is no resolution pending to increase the share capital or registered capital of any Group Company; (ii) there is no outstanding Contract 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 is no dividend which has accrued or been declared but is unpaid by any Group Company; and (iv) there is no outstanding or authorized equity appreciation, phantom equity, equity plan or similar right with respect to any Group Company. Except as contemplated hereunder, no Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to any of the Equity Securities of such Group Company.

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