Common use of Preemptive Rights and Warrants Clause in Contracts

Preemptive Rights and Warrants. To such counsel’s knowledge, no warrant or other options to acquire exists with respect to any shares of capital stock of Luxco. There are no preemptive rights or other rights to subscribe for or to purchase any equity interests in Luxco pursuant to the Articles of Association of Luxco, issued by Maitre Xxxxxx Xxxxxxxx, notary public in Luxembourg (the “Articles”). Pursuant to Article Ten of the Articles, Luxco’s shares may not be transferred to third parties (i.e. outside the realm of its shareholders) unless shareholder representing three-quarters of the corporate capital of Luxco have agreed thereto in a general meeting of shareholders. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of Luxembourg.

Preemptive Rights and Warrants. To such counsel’s 's knowledge, no warrant or other options to acquire exists with respect to any shares of capital stock of Luxco. There are no preemptive rights or other rights to subscribe for or to purchase any equity interests in Luxco pursuant to the Articles of Association of Luxco, issued by Maitre Xxxxxx Xxxxxxxx, notary public in Luxembourg (the “"Articles”"). Pursuant to Article Ten of the Articles, Luxco’s 's shares may not be transferred to third parties (i.e. outside the realm of its shareholders) unless shareholder representing three-quarters of the corporate capital of Luxco have agreed thereto in a general meeting of shareholders. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of Luxembourg.