SHARE CAPITAL AND CONSTITUTION. C.1 The register of members of the Company contains complete and accurate records of its members and all issues and transfers of shares in the capital of the Company have been registered in accordance with the Articles of Association of the Company from time to time in force and have in relation to Racal USA been registered in accordance with the by-laws of Racal USA .
C.2 The Company has complied in all material respects with the provisions of the Companies Act and Racal USA has complied in all material respects with the provisions of Delaware law and all returns, particulars, resolutions and other documents required under any legislation to be delivered on behalf of the Company to the Registrar of Companies or to any other authority whatsoever have been properly made and delivered.
C.3 The copy of the Memorandum and Articles of Association of each Telecom UK Group member and the constitutional documents of Racal USA disclosed in the Data Room is up to date, true and complete.
C.4 The Telecom UK Group Shares and the Racal USA Shares constitute all the shares in issue in the capital of the Telecom Companies and have been properly allotted and issued and are fully paid. There is no outstanding option or right to acquire any interest whatsoever in any share in the capital of the Company. Neither Racal USA nor any Telecom UK Group member has any outstanding debentures or loan notes.
SHARE CAPITAL AND CONSTITUTION. 3.1 The Shares will at Completion constitute the whole of the issued and allotted share capital of the Company and all the Shares are fully paid up.
3.2 Apart from this Agreement, there is no Encumbrance on, over or affecting the issued or unissued share or loan capital of the Company and there is no agreement or commitment to give or create any such Encumbrance and no claim has been made by any person to be entitled to any such Encumbrance.
3.3 The register of members and, to the knowledge of the Shareholder, the other statutory books of the Company have been properly kept and contain an accurate and complete record of the matters with which they should deal and no notice or allegation that any of them is incorrect or should be rectified has been received.
3.4 All material returns, particulars, resolutions and documents required by the Act or any other legislation to be filed with the Registrar of Companies in respect of the Company have been duly filed on time and were correct in all material respects.
3.5 The copy of the memorandum and articles of association of the Company supplied to Serologicals is true and complete and the Company has at all times carried on its business and affairs within the powers and in accordance with the provisions of its memorandum and articles of association and they set out fully the rights and restrictions attaching to each class of authorised share capital of the Company.
3.6 The Shareholder has delivered or made available to Serologicals copies of the minutes of the meetings of each of the board of directors and shareholders of the Company that are the complete, true and correct records of the meetings of the board of directors and shareholders of the Company.
3.7 Since the Accounting Date, neither the Company nor any class of its members has passed any resolution (other than resolutions relating to business at an annual general meeting which was not special business).
3.8 The Company's share capital has not been listed on any stock exchange or subject to any kind of dealing or marketing arrangement which makes the Company subject to the City Code on Takeovers and Mergers.
SHARE CAPITAL AND CONSTITUTION. C.1 The statutory books of the Companies contain complete and accurate records of their members and all issues and transfers of shares in the capital of the Companies have been registered in accordance with the Articles of Association of the relevant Company from time to time in force.
C.2 Each Company has complied in all material respects with the provisions of Companies legislation applicable to it and is not liable to pay any fines thereunder and all returns, particulars, resolutions and other documents required under any legislation to be delivered on behalf of either Company to any authority have been properly made and delivered.
C.3 The copy of the Articles of Association and (in the case of HCCL) the Memorandum of Association annexed to the Disclosure Letter is up to date, true and complete.
C.4 The Shares constitute all the shares in issue in the capital of the Companies and are beneficially owned by the Vendor. There is no outstanding option or right to acquire any share in the capital of either Company.
C.5 No elective resolution of HCCL remains in force.
SHARE CAPITAL AND CONSTITUTION. 4.1 SHL 1 has not issued or allotted any shares other than the shares listed in Part 1 of Schedule 1 of the Share Purchase Agreement and such shares are fully paid or credited as fully paid.
4.2 SHL 3 has not issued or allotted any shares other than the shares listed in Part 2 of Schedule 1 of the Share Purchase Agreement and those shares in the capital of SHL 3 held by SHL 2 and such shares are fully paid or credited as fully paid.
4.3 The register of each Group member contains records of its members which are complete and accurate in all material respects and, so far as the Warrantor is aware, all issues and transfers of shares in the capital of each Group member have been registered in accordance with the articles of association of each Group member and in accordance with applicable law from time to time in force.
4.4 The copy of the certificate of incorporation and bylaws, Memorandum and Articles of Association or equivalent constitutional document of each Group member contained in the Data Room is up to date, true and complete in all respects.
4.5 There is no agreement or commitment outstanding which calls for the allotment, issue or transfer of, or accords any person the right to call for the allotment, issue or transfer of, any share in any Group member.
4.6 There is no Encumbrance in relation to any of the shares or unissued shares in the capital of any Group member.
4.7 The statutory books (including all registers and minute books or local law equivalents) and books of account of each Group member have been maintained in accordance with applicable legal requirements, and contain an accurate, complete and up to date record of the matters that should be dealt with in those books. All accounts, documents, filings and returns required by law to be delivered or made to the Registrar of Companies of England & Wales or equivalent in any other jurisdiction in relation to a Group member have been completed correctly and properly delivered.
SHARE CAPITAL AND CONSTITUTION. 2.1 The Company is properly incorporated and validly existing under the laws of France and its Subsidiaries are properly incorporated and validly existing under the laws of the respective countries in which they are incorporated. The Company and its Subsidiaries have all requisite corporate powers and authority to own their assets and to conduct the business carried on by them.
2.2 The Existing Shares, which comprise the whole of the issued share capital of the Company as at the Signing Date (not including any new shares of the Company which may be issued upon the exercise of outstanding stock options or upon the definitive acquisition of free shares granted to employees of the Company or of its Subsidiaries), have been properly issued and credited to the shareholders' account and are fully paid or credited as fully paid. As of today, the share capital of the Company is listed on the Euronext Growth market of Euronext Paris (ISIN: FR0010425595 ) and American Depositary Shares issued in relation to the shares issued by the Company are listed on the Nasdaq market in the United States. The Warrants will be free of any Encumbrances, including the pre-emptive rights of the Company’s shareholders.
2.3 As of the Signing Date and the Completion Date in respect of the Tranche A Warrants, the Ordinary Shares are the only class of shares issued by the Company.
2.4 As of each Completion Date, the relevant Warrants have been properly issued and credited to the Subscriber's account in the Register.
2.5 The Company is not at present undertaking any re-organisation or merger or exchange of its Shares with or contribution of its Shares to any other company or otherwise changing its capital structure, except for the transactions that are mentioned in the Finance Contract and in this Agreement.
2.6 To the best of the Company’s knowledge, no funds invested in the Company or in a Subsidiary are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Company shall promptly inform the Subscriber if at any time it becomes aware of the illicit origin of any such funds.
2.7 The Company and its Subsidiaries are in compliance with all applicable laws in all material respect.
2.8 The Company and its Subsidiaries are in compliance with all anti-corruption legislation and are neither Sanctioned Persons nor in breach of any Sanction.
2.9 The Company and its Subsidiaries are not engaged in any Illegal Activities and to the best of its knowled...
SHARE CAPITAL AND CONSTITUTION. 13.1 As of the date hereof, the authorised capital of the Company consists of EUR11,125,000 divided into 700,000,000 ordinary shares of EUR0.0125 each and 38,000,000 deferred shares of EUR0.0625 each of which a total of 478,142,184 ordinary shares and 38,000,000 deferred shares were issued and outstanding and are all fully paid or properly credited as fully paid, and save as contemplated by this Agreement or the Transaction Documents, there is no agreement, arrangement or obligation requiring: the creation, allotment, issue, transfer, redemption or repayment of; or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of any shares or other securities of the Company (including any option or right of pre-emption, conversion or exchange).
13.2 All sums due in respect of the issued capital of the Company have been paid to and received by the Company and save as disclosed in the Accounts, The Company Public Record or any announcement through a Regulatory Information Service since the Accounts Date or as otherwise contemplated by this Agreement there are in force no options or other agreements which call for the issue of, or accord to any person the right to call for the issue of, any shares in or other securities of the Company.
SHARE CAPITAL AND CONSTITUTION. All sums due in respect of the issued capital of the Offeror have been paid to and received by the Offeror and save as disclosed in the Offeror Accounts or any Offeror Previous Announcement, or as otherwise contemplated by this Agreement there are in force no options or other agreements which call for the issue of, or accord to any person the right to call for the issue of, any shares in or other securities of the Offeror.
SHARE CAPITAL AND CONSTITUTION. 7.1 All statements made in the Prospectus relating to the Buyer’s share capital and are true and accurate in all material respects and not misleading in any material respect.
7.2 All sums due in respect of the issued capital of the Buyer have been paid to and received by the Buyer and, save as disclosed in the Prospectus, there are in force no options or other agreements which call for the issue of, or accord to any person the right to call for the issue of, any shares in or other securities of the Buyer.
SHARE CAPITAL AND CONSTITUTION. C.1 The Seller and the Company are limited companies incorporated under English law, or, in respect of each Subsidiary Undertaking as specified in Schedule 1, other relevant laws and have been in continuous existence since incorporation.
C.2 The register of members of the Company contains complete and accurate records of its members and all issues and transfers of shares in the capital of the Company have been registered in accordance with the articles of association of the Company from time to time in force. Each other register, minute book and other book which the Company is required to keep contains a complete and accurate record in all material respects of the matters which it is required to record. No notice has been received or allegation made that a register or book is incorrect and should be rectified.
C.3 Each Group member has complied in all material respects with the provisions of the Companies Xxx 0000 (including, but not limited to, s 151 Companies Act 1985) and is not liable to pay any fines thereunder and all returns, particulars, resolutions and other documents required under any legislation to be delivered on behalf of the Company to the Registrar of Companies or to any other authority whatsoever have been properly made and delivered.
C.4 The copy of the memorandum and articles of association of each Group member annexed to the Disclosure Letter is up to date, true and complete. Each Group member is operating and has always operated its business in all respects in accordance with its memorandum and articles of association at the relevant time.
C.5 The Shares constitute all the shares in issue in the capital of the Company, have been properly allotted and issued and are fully paid or credited as fully paid.
C.6 There is no outstanding option or right to acquire any share in the capital of the Company and other than this Agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company.
C.7 The Seller is the sole legal and beneficial owner of the Shares.
C.8 There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the issued or unissued share capital of the Company. No person has claimed to be entitled to an Encumbrance in relat...
SHARE CAPITAL AND CONSTITUTION. OF EACH MEMBER OF THE ASTRA TECH GROUP
4.1 The register of shareholders of each member of the Astra Tech Group contains an accurate and up to date record of its shareholders as at the Execution Date.
4.2 There are no options, rights of pre-emption or other rights or obligations to acquire, redeem or convert over or affecting the share capital (whether issued or unissued) of any member of the Astra Tech Group and neither the Seller nor any member of the Astra Tech Group has agreed to give or create any of the foregoing or has received any written notice from any Person claiming to be entitled to any of the foregoing.
4.3 Each copy of the constitutional documents of each member of the Astra Tech Group contained in the Disclosure Letter is up to date and complete in respect of the Company in all respects and in respect of each other member of the Astra Tech Group in all material respects.
4.4 The Shares comprise all the shares in issue in the capital of the Company and are fully paid or credited as fully paid.
