Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid, or credited as fully paid.
2.2 Each Seller is the sole legal and beneficial owner of the Sale Shares set out opposite their name in Schedule 1 and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.
2.3 No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right.
2.4 No Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.
Shares in the Company a) The Sale Shares constitute 100% of the allotted and issued share capital of the Company and are fully paid.
b) The Sellers are the legal and beneficial owners of the Sale Shares and are entitled to transfer full ownership of them on the terms set out in this agreement.
c) The Sale Shares are free from all Encumbrances and no commitment has been given to create an Encumbrance affecting the Sale Shares.
d) No right has been granted to any person to require the Company to issue any share capital and no Encumbrance has been created and no commitment has been given to create an Encumbrance in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company.
e) The Company:
i) does not have any subsidiaries, and does not hold or beneficially own, and has not agreed to acquire, any securities of any undertaking;
ii) is not and has not agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);
iii) does not have any branch or permanent establishment outside its country of incorporation;
iv) has not circulated any written resolution which could be passed after Completion;
v) has not at any time purchased, redeemed or repaid any of its own share capital; and
vi) has not at any time given any financial assistance in contravention of the provisions of the Companies Act.
f) The Company has not declared, made or paid any dividends or other distributions.
Shares in the Company. In exchange for the Consulting Services as specified in paragraphs 2.1 and 2.2 hereof, Xxxxxxx shall have the Company issue75,000 of the Company's Shares to the Consultant, immediately upon incorporation of the Company. If the Company fails to issue shares to the Consultant, Xxxxxxx shall assign 75,000 of his shares to the Consultant.
Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.
2.2 The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.
2.3 No person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and neither the Seller nor the Company has agreed to confer any such rights, and no person has claimed any such rights.
2.4 No Encumbrance has been granted to any person or otherwise exists affecting:
(a) the Sale Shares; or
(b) any unissued shares, debentures or other unissued securities of the Company. No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrance.
2.5 The Company:
(a) does not hold or beneficially own, and has not agreed to acquire, any shares, loan capital or any other securities in any company;
(b) has not at any time had any subsidiary or subsidiary undertaking;
(c) is not, and has not agreed to become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);
(d) does not control or takes part in the management of any company or business organisation, nor has it agreed to do so;
(e) is not, in relation to any company or limited liability partnership registered in the UK, a registrable relevant legal entity within the meaning of section 790C of the CA 2006; or
(f) does not have any branch or permanent establishment outside the United Kingdom.
2.6 The Company has not at any time:
(a) purchased, redeemed, reduced, forfeited or repaid any of its own share capital; or
(b) given any financial assistance in contravention of any applicable law or regulation; or
(c) allotted or issued any securities that are convertible into shares.
2.7 No shares in the capital of the Company have been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the memorandum and articles of association of the Company, and all such transfers have been duly stamped (where applicable).
2.8 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of dis...
Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid.
2.2 The Sellers are the legal and beneficial owners of the Sale Shares.
2.3 The Sale Shares are free from all Encumbrances.
2.4 No right has been granted to any person to require the Company to issue any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company.
2.5 No commitment has been given to create an Encumbrance affecting the Sale Shares (or any unissued shares or debentures or other unissued securities of the Company) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things.
2.6 The Company:
2.6.1 does not hold or beneficially own, and has not agreed to acquire, any securities of any corporation; or
2.6.2 is not and has not agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or
2.6.3 does not have, outside its country of incorporation, any branch or permanent establishment; or
2.6.4 has not allotted or issued any securities that are convertible into shares.
2.7 The Company has not at any time:
2.7.1 purchased, redeemed or repaid any of its own share capital; or
2.7.2 given any financial assistance in contravention of any applicable law or regulation.
2.8 All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its memorandum, articles of association, all applicable laws and regulations and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
Shares in the Company. Pursuant to the terms of the Subscription Agreement, the capital of the Company is held at the date of this Agreement as follows:
Shares in the Company. The Shares constitute the whole of the allotted share capital of the Company and are fully paid.
Shares in the Company. Subject always to clause 9.1(h) (Restrictions on transfers of Shares in the Company), each Shareholder agrees that it shall not transfer or dispose of any interest in or over or right attaching to any of its Shares except by a transfer:
(i) to a transferee at any time after the expiry of the Lock In Period (as defined in sub-clause (c));
(ii) at any time to a transferee permitted in accordance with article [10] (Permitted Transfer) of the Hold Co Articles; or
(iii) in the case of WGCo, WGCo (and any member of the WGCo Group to whom WGCo transfers all but not part of its Shares in the Company) may transfer any interest (or part thereof) to a transferee at any time, including, for the avoidance of doubt during the Lock In Period (as defined in sub-clause (c)), but always subject to sub-clauses (a)(i) to (ii) above, otherwise in accordance with the provisions of the Hold Co Articles and this clause 9 (Restrictions on share transfers).
Shares in the Company. (1) The Company shall be authorised to issue a maximum of 50,000 shares with a par value of US$1.00 for each share.
(2) The shares in the Company shall be issued in the currency of the United States of America.
(3) Shares in the Company shall be issued as registered shares only.
(4) The shares may be divided into such number of classes and series as the directors may by resolution from time to time determine, and until so divided shall comprise one class and series.
(5) The Company shall not be authorized to issue bearer shares; convert registered shares to bearer shares; or exchange registered shares for bearer shares.
Shares in the Company. 2.1 The Company is a limited company incorporated under Jersey Law and has been in continuous existence since incorporation.
2.2 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid.
2.3 The Seller is the sole legal and beneficial owner of the Sale Shares.
2.4 The register of members of the Company contained in the Disclosure Letter contains all the information which it is required to do to comply with the Companies (Jersey) Law 1991.
2.5 The Company has no (and has never had any) subsidiary and holds no (and has never held any) legal or beneficial interest in the share capital of any other company. The Company has not agreed to acquire an interest in or merge or consolidate with any other person.
2.6 The Sale Shares are free from all Encumbrances and no commitment has been given to create an Encumbrance affecting the Sale Shares. So far as the Seller is aware, no person has claimed to be entitled to an Encumbrance in relation to any of the Shares.
2.7 No right has been granted to any person to require the Company to issue any share capital and no Encumbrance has been created and no commitment has been given to create an Encumbrance in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company.
2.8 Other than this Agreement, there is no arrangement requiring the transfer, redemption or repayment of a share in the capital of the Company.
