Share Capital Matters Sample Clauses

Share Capital Matters. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The offers and sales of the outstanding Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers of such shares, exempt from such registration requirements. The description of the Company’s share option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, contained in the Registration Statement and the Prospectus, accurately and fairly present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Share Capital Matters. The Company’s shareholders held a shareholders’ meeting on June 11, 2019, and, at such meeting, its shareholders resolved in the form of a public deed, inter alia, to create authorized share capital in the maximum amount of CHF 784,020.09 by issuing up to 26,134,003 Common Shares, which will have to be fully paid-in, and to authorize the Board of Directors of the Company (the “Board”) to execute a capital increase out of such authorized share capital (the “Authorization Resolution”) (Ermächtigungsbeschluss).

Share Capital Matters. The Company has an issued share capital as set forth in the Registration Statement under the heading “Description of Share Capital and Articles of Association” and all of the existing issued shares in the capital of the Company have been duly and validly authorized and issued and are fully paid and not subject to any call for the payment of further capital, and are not subject to any preemptive or similar rights that have not been duly waived or satisfied and the share capital of the Company conforms to the description thereof contained in the Prospectus in all material respects; except as described in or expressly contemplated by the Prospectus, there are no outstanding rights (including without limitation pre-emptive rights that have not been duly waived or satisfied), warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and all of the issued share capital of each subsidiary of the Company has been duly and validly authorized and issued, is fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares or as otherwise disclosed in the Prospectus) is owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as are described in the Prospectus.

Share Capital Matters. The authorized share capital of the Company conforms as to legal matters to the description thereof contained or incorporated by reference in each of the Registration Statement and the Prospectus.

Share Capital Matters. The outstanding shares of share capital of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of share capital of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The description of the Company’s share based incentive plans or similar arrangements, and the options or other rights granted thereunder, incorporated by reference in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Share Capital Matters. The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus. The form of certificates for the Class A Ordinary Shares conforms to the corporate law of the jurisdiction of the Company’s incorporation. All of the issued and outstanding Class A Ordinary Shares of the Company issued prior to the transactions contemplated by this Agreement are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement and the Prospectus. None of the outstanding Class A Ordinary Shares of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. All of the issued Class A Ordinary Shares of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and nonassessable and, except as set forth in the Registration Statement and the Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. Except for the issuances of options or restricted shares pursuant to the Company’s incentive plans or as otherwise set forth in the Registration Statement and the Prospectus, since the respective dates as of which information is provided in the Registration Statement or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the share capital of the Company.

Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement and the Prospectus). The Ordinary Shares conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued as fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s share option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Share Capital Matters. The Company’s share capital is as set forth in the Prospectus under the heading “Capitalization”; the share capital of the Company conforms in all material respects to the description thereof contained in the Prospectus; all of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws; none of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, share capital of or ownership interests in the Company are outstanding.