Common use of Representations and Warranties of TopCo and Parent Clause in Contracts

Representations and Warranties of TopCo and Parent. Each of Topco and Parent hereby represents and warrants to the Investor, severally and not jointly, as follows: (a) each of Topco and Parent is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all corporate power and authority to execute, deliver and perform this Agreement, the execution and delivery by each of Topco and Parent of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by each of Topco and Parent, as applicable, and no other actions or proceedings on the part of Topco or Parent are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and Transactions (including the Merger)); (b) this Agreement has been duly executed and delivered by each of Topco and Xxxxxx and, assuming due authorization, execution and delivery by such Investor, constitutes a legal, valid and binding agreement of Topco and Parent enforceable against it in accordance with its terms, except as enforcement may be limited by the Bankruptcy and Equity Exception; (c) except for the applicable requirements of the Exchange Act and any other United States federal securities Law, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Topco or Parent for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Topco or Parent, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Topco or Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of Topco or Parent pursuant to, any Contract to which Topco or Parent is a party or by which Topco or Parent or any property or asset of Topco or Parent is bound or affected, or (C) violate any Law applicable to Topco or Parent or its properties or assets; (d) at each of the Rollover Closing and the Cash Contribution Closing, the Topco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Topco; (e) at and immediately after the Closing, the authorized share capital of Topco shall consist of 5,000,000,000 Topco Shares, of which, assuming the due performance by such Investor (if such Investor is also a Rollover Shareholder or a Sponsor) of its obligations under this Agreement, the Topco Shares as set forth in Schedule A (including the percentage in the column titled “Percentage” in Schedule A that represents the percentage of the Topco Shares held by the Investor or its designated Person in the outstanding share capital of Topco on a fully diluted basis (without taking into consideration any equity awards issued or to be issued by Topco upon the issuance, vesting, acceleration, exercise, and/or settlement of such equity awards) immediately after the Closing, as may be adjusted in accordance with the following sentence) to be issued pursuant to the terms herein, together with the Topco Shares to be issued pursuant to the Other Support Agreements (as may be adjusted pursuant to terms thereof), shall be all of the Topco Shares outstanding at and immediately after the Closing. The total Topco Shares as of Closing and the percentage of the Topco Shares held by the Investor or its designated Person in the outstanding share capital of Topco immediately after the Closing may be adjusted only (i) if agreed in writing among the Parties hereto or (ii) subject to Section 6.11 and Section 7.1(d), to the extent applicable, in the event that additional Topco Shares are to be issued at the Per Share Subscription Price as a result of Topco having determined that additional cash contribution is desirable, including (A) due to an increase in the Merger Consideration, (B) for Topco and/or its subsidiaries to pay any expenses that may be incurred or payable by them in connection with the Transactions or (C) due to the Debt Financing (or any Replacement Debt Financing or Alternative Financing, as the case may be) not being available or not being available in a sufficient amount for Parent and Merger Sub to consummate the Transactions. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing, at and immediately after the Closing, there shall be (w) no outstanding share capital of or voting or equity interest in Topco, (x) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in Topco, (y) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in Topco, and (z) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of Topco; and (f) Parent is wholly-owned by Topco. Merger Sub is wholly-owned by Parent. Upon the Closing, the Company will be wholly-owned by Parent.

Representations and Warranties of TopCo and Parent. Each of Topco and Parent hereby represents and warrants to the Investor, severally and not jointly, as follows: (a) each of Topco and Parent is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all corporate power and authority to execute, deliver and perform this Agreement, the execution and delivery by each of Topco and Parent of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by each of Topco and Parent, as applicable, and no other actions or proceedings on the part of Topco or Parent are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and Transactions (including the Merger)); (b) this Agreement has been duly executed and delivered by each of Topco and Xxxxxx and, assuming due authorization, execution and delivery by such Investor, constitutes a legal, valid and binding agreement of Topco and Parent enforceable against it in accordance with its terms, except as enforcement may be limited by the Bankruptcy and Equity Exception; (c) except for the applicable requirements of the Exchange Act and any other United States federal securities Law, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Topco or Parent for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Topco or Parent, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Topco or Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of Topco or Parent pursuant to, any Contract to which Topco or Parent is a party or by which Topco or Parent or any property or asset of Topco or Parent is bound or affected, or (C) violate any Law applicable to Topco or Parent or its properties or assets; (d) at each of the Rollover Closing and the Cash Contribution Closing, the Topco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Topco; (e) at and immediately after the Closing, the authorized share capital of Topco shall consist of 5,000,000,000 Topco Shares, of which, which assuming the due performance by such Investor (if such Investor is also a Rollover Shareholder or a Sponsor) of its obligations under this Agreement, the Topco Shares as set forth in Schedule A (including the percentage in the column titled “Percentage” in Schedule A that represents the percentage of the Topco Shares held by the Investor or its designated Person in the outstanding share capital of Topco on a fully diluted basis (without taking into consideration any equity awards issued or to be issued by Topco upon the issuance, vesting, acceleration, exercise, and/or settlement of such equity awards) immediately after the Closing, as may be adjusted in accordance with the following sentence) to be issued pursuant to the terms herein, together with the Topco Shares to be issued pursuant to the Other Support Agreements (as may be adjusted pursuant to terms thereof), shall be all of the Topco Shares outstanding at and immediately after the Closing. The total Topco Shares as of Closing and the percentage of the Topco Shares held by the Investor or its his designated Person in the outstanding share capital of Topco immediately after the Closing may be adjusted only (i) if agreed in writing among the Parties hereto or (ii) subject to Section 6.11 and Section 7.1(d), to the extent applicable, in the event that additional Topco Shares are to be issued at the Per Share Subscription Price as a result of Topco having determined that additional cash contribution is desirable, including (A) due to an increase in the Merger Consideration, (B) for Topco and/or its subsidiaries to pay any expenses that may be incurred or payable by them in connection with the Transactions or (C) due to the Debt Financing (or any Replacement Debt Financing or Alternative Financing, as the case may be) not being available or not being available in a sufficient amount for Parent and Merger Sub to consummate the Transactions. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing, at and immediately after the Closing, there shall be (w) no outstanding share capital of or voting or equity interest in Topco, (x) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in Topco, (y) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in Topco, and (z) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of Topco; and (f) Parent is wholly-owned by Topco. Merger Sub is wholly-owned by Parent. Upon the Closing, the Company will be wholly-owned by Parent.

Representations and Warranties of TopCo and Parent. Each of Topco and Parent hereby represents and warrants to the each Investor, severally and not jointly, as follows: (a) each of Topco and Parent is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all corporate power and authority to execute, deliver and perform this Agreement, the execution and delivery by each of Topco and Parent of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by each of Topco and Parent, as applicable, and no other actions or proceedings on the part of Topco or Parent are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any obligations and Transactions (including the Merger)); (b) this Agreement has been duly executed and delivered by each of Topco and Xxxxxx and, assuming due authorization, execution and delivery by such Investor, constitutes a legal, valid and binding agreement of Topco and Parent enforceable against it in accordance with its terms, except as enforcement may be limited by the Bankruptcy and Equity Exception; (c) except for the applicable requirements of the Exchange Act and any other United States federal securities Law, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Topco or Parent for the execution, delivery and performance of this Agreement by it or the consummation by it of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Topco or Parent, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Topco or Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of Topco or Parent pursuant to, any Contract to which Topco or Parent is a party or by which Topco or Parent or any property or asset of Topco or Parent is bound or affected, or (C) violate any Law applicable to Topco or Parent or its properties or assets; (d) at each of the Rollover Closing and the Cash Contribution Closing, the Topco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions arising under applicable securities Laws or the organizational documents of Topco; (e) at and immediately after the Closing, the authorized share capital of Topco shall consist of 5,000,000,000 5,000,000 Topco Shares, of which, which assuming the due performance by such Investor (if such Investor is also a Rollover Shareholder or a Sponsor) of its obligations under this Agreement, the Topco Shares as set forth in Schedule A (including the percentage in the column titled “Percentage” in Schedule A that represents the percentage of the Topco Shares held by the Investor or its designated Person in the outstanding share capital of Topco on a fully diluted basis (without taking into consideration any equity awards issued or to be issued by Topco upon the issuance, vesting, acceleration, exercise, and/or settlement of such equity awards) immediately after the Closing, as may be adjusted in accordance with the following sentence) to be issued pursuant to the terms herein, together with the Topco Shares to be issued pursuant to the Other Support Agreements (as may be adjusted pursuant to terms thereof), shall be all of the Topco Shares outstanding at and immediately after the Closing. The total Topco Shares as of Closing and the percentage of the Topco Shares held by the an Investor or its designated Person in the outstanding share capital of Topco immediately after the Closing may be adjusted only (i) if agreed in writing among the Parties hereto or (ii) subject to Section 6.11 and Section 7.1(d), to the extent applicable, in the event that additional Topco Shares are to be issued at the Per Share Subscription Price as a result of Topco having determined that additional cash contribution is desirable, including (A) due to an increase in the Merger Consideration, (B) for Topco and/or its subsidiaries to pay any expenses that may be incurred or payable by them in connection with the Transactions or (C) due to the Debt Financing (or any Replacement Debt Financing or Alternative Financing, as the case may be) not being available or not being available in a sufficient amount for Parent and Merger Sub to consummate the Transactions. Except as set forth in the preceding sentence or otherwise agreed to by the Parties in writing, at and immediately after the Closing, there shall be (w) no outstanding share capital of or voting or equity interest in Topco, (x) no options, warrants, or other rights to acquire any share capital of or voting or equity interest in Topco, (y) no outstanding securities exchangeable or exercisable for or convertible into share capital of or voting or equity interest in Topco, and (z) no outstanding rights to acquire or obligations to issue any such options, warrants, other rights or securities of Topco; and (f) Parent is wholly-owned by Topco. Merger Sub is wholly-owned by Parent. Upon the Closing, the Company will be wholly-owned by Parent.