SHARES IN THE COMPANY AND SUBSIDIARIES. 2.1 The Sale Shares constitute the whole of the issued share capital of the Company and are fully paid. 2.2 The Seller is the sole legal and beneficial owner of the Sale Shares. 2.3 Part 2 of Schedule 1 lists all the Subsidiaries of the Company at the date of this agreement and sets out particulars of their issued share capital. 2.4 The Company is the sole legal and beneficial owner of the whole issued share capital of each company listed in Part 2 of Schedule 1. 2.5 The issued shares of the Company's Subsidiaries are fully paid. 2.6 The Sale Shares and the shares of the Company's Subsidiaries are free from all Encumbrances. 2.7 No right has been granted to any person to require the Company or of its Subsidiaries 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 or any of its Subsidiaries. 2.8 No commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Company's Subsidiaries (or any unissued shares or debentures or other unissued securities of the Company or any of its Subsidiaries) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things. 2.9 Neither the Company nor any of its Subsidiaries: (a) holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own Subsidiaries; or (b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or (c) has, outside its country of incorporation, any branch or permanent establishment. (d) has issued any securities that are convertible into shares. 2.10 Neither the Company nor any of its Subsidiaries has at any time: (a) purchased, redeemed or repaid any of its own share capital; or (b) given any financial assistance in contravention of any applicable law or regulation. 2.11 All dividends or distributions declared, made or paid by the Company or any of its Subsidiaries have declared, made or paid in accordance with that company's constitutional documents, all applicable legislation and any agreements or arrangements made with any third party regulating the payment of dividends and distributions. 2.12 Neither the Company nor Lenco Technology Group are trading companies.
Appears in 1 contract
SHARES IN THE COMPANY AND SUBSIDIARIES. 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 Seller is Sellers are the sole legal and beneficial owner owners of the Sale Shares.
2.3 Part 2 of Schedule 1 2 lists all the Subsidiaries of the Company as at the date of this agreement and sets out particulars of their allotted and issued share capital.
2.4 The Company is the sole legal and beneficial owner of the whole allotted and issued share capital of Clamonta and Clamonta is the sole legal and beneficial owner of the whole of each company listed in Part 2 of Schedule 1the Subsidiaries (other than Clamonta).
2.5 The issued shares of the Company's Subsidiaries are fully paidpaid up.
2.6 The Sale Shares and the issued shares of the Company's Subsidiaries are free from all EncumbrancesEncumbrances and no commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Subsidiaries.
2.7 No right has been granted to any person to require the Company or any of its the Subsidiaries 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 or any of its the Subsidiaries.
2.8 No commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Company's Subsidiaries (or any unissued shares or debentures or other unissued securities of the Company or any of its Subsidiaries) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things.
2.9 Neither the Company nor any of its Subsidiaries:
(a) holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own Subsidiaries; or
(b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or
(c) has, outside its country of incorporation, any branch or permanent establishment.
(d) has issued any securities that are convertible into shares.
2.10 Neither the Company nor any of its Subsidiaries has at any time:: -
(a) 2.8.1 purchased, redeemed or repaid any of its own share capital; or
(b) 2.8.2 given any financial assistance in contravention of any applicable law or regulation.
2.11 All dividends or distributions declared, made or paid by connection with the Company or any purchase of its Subsidiaries have declared, made share capital or paid the share capital of its holding company (as that expression is defined in accordance with that company's constitutional documents, all applicable legislation and any agreements or arrangements made with any third party regulating section 736 of the payment Companies Acts) as it would fall within sections 151 to 158 of dividends and distributionsthe Companies Acts.
2.12 Neither the Company nor Lenco Technology Group are trading companies.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Symmetry Medical Inc.)
SHARES IN THE COMPANY AND SUBSIDIARIES. 2.1 The Sale Shares constitute the whole of the issued share capital of the Company and are fully paid.
2.2 The Seller Each Selling Shareholder is the sole legal and beneficial owner of the Sale SharesShares set forth next to its name on Schedule 1.
2.3 Part 2 of Schedule 1 lists all the Subsidiaries of the Company at the date of this agreement deed and sets out particulars of their issued share capital.
2.4 The Company is the sole legal and beneficial owner of the whole issued share capital of each company listed in Part 2 of Schedule 1.
2.5 The issued shares of the Company's ’s Subsidiaries are fully paidpaid up.
2.6 The Sale Shares and the shares of the Company's ’s Subsidiaries are free from all Encumbrances.
2.7 No right has been granted to any person to require the Company or any of its Subsidiaries 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 or any of its Subsidiaries.
2.8 No commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Company's ’s Subsidiaries (or any unissued shares or debentures or other unissued securities of the Company or any of its Subsidiaries) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things.
2.9 Neither the Company nor any of its Subsidiaries:
(a) holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own Subsidiaries; or
(b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or
(c) has, outside its country of incorporation, any branch or permanent establishment., excluding any of the companies listed in Schedule 1 ; or
(d) has issued any securities that are convertible into shares.
2.10 Neither the Company nor any of its Subsidiaries has at any time:
(a) purchased, redeemed or repaid any of its own share capital; or
(b) given any financial assistance in contravention of any applicable law or regulation.
2.11 All dividends or distributions declared, made or paid by the Company or any of its Subsidiaries have been declared, determined, made or paid in accordance with that company's ’s constitutional documents, all applicable legislation and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
2.12 Neither the Company nor Lenco Technology Group are trading companies.
Appears in 1 contract
SHARES IN THE COMPANY AND SUBSIDIARIES. 2.1 The Sale Shares constitute the whole of the issued share capital of the Company and are fully paid.
2.2 The Seller is Sellers are the sole legal and beneficial owner owners of the Sale Shares., except that Pershing Nominees Limited a/c PSL981 is the registered legal owner of 2,254,028 Non-Preferred Sale Shares and all of the Preferred Sale Shares, which it holds on behalf of the following beneficial owners: Xxxxxxx Xxxxxxxxx 100,000 Non-Preferred Sale Shares Xxxxxxx Limited 220,000 Non-Preferred Sale Shares Cantebury Limited 923,114 Non-Preferred Sale Shares Cantebury Limited 973,093 Preferred Sale Shares Liverpool Limited 1,010,914 Non-Preferred Sale Shares Liverpool Limited 973,092 Preferred Sale Shares
2.3 Part 2 of Schedule 1 2 lists all the Subsidiaries of the Company at the date of this agreement and sets out particulars of their issued share capital.
2.4 The Company or a Subsidiary is the sole legal and beneficial owner of the whole issued share capital of each company listed of the Subsidiaries and the Company has no other subsidiaries apart from the Subsidiaries. The Company has not received notice, and the Warrantors are not otherwise aware:
(a) of any dispute concerning the title to any of such shares in Part 2 the Subsidiaries; and
(b) of Schedule 1any other person having claimed to have title to the same or to be entitled to any interest therein.
2.5 The issued shares of the Company's Subsidiaries are fully paidpaid up.
2.6 The Sale Shares are free from all Encumbrances and no commitment has been made to create any Encumbrances in respect of the Sale Shares.
2.7 The shares of the Company's Subsidiaries are free from all Encumbrances.
2.7 No 2.8 Save in respect of the Options, no right has been granted to any person to require the Company or any of its the Subsidiaries to issue any share capital and no Encumbrance has been created by the Company or the Subsidiaries in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company or any of its the Subsidiaries.
2.8 2.9 No commitment has been given by the Company or any of the Subsidiaries to create an Encumbrance affecting the Sale Shares or the issued shares of the Company's Subsidiaries (or any unissued shares or debentures or other unissued securities of the Company or any of its the Subsidiaries) or for any of them to issue any share capital and so far as the Warrantors are aware, no person has claimed any rights in connection with any of those things.
2.9 2.10 Neither the Company nor any of its the Subsidiaries:
(a) holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own Subsidiaries; or
(b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or
(c) has, outside its country of incorporation, any branch or permanent establishment.; or
(d) has allotted or issued any securities that are convertible into shares.
2.10 Neither 2.11 A complete, accurate and up to date schedule setting out in full the Company nor any names of its Subsidiaries has at any time:
(a) purchasedthe holders of all Options, redeemed or repaid any the option plan under which they hold the options, the number of its own share capital; or
(b) given any financial assistance options they hold and the total number of Options outstanding, is contained in contravention of any applicable law or regulationthe Disclosure Bundle.
2.11 All dividends or distributions declared, made or paid by the Company or any of its Subsidiaries have declared, made or paid in accordance with that company's constitutional documents, all applicable legislation and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
2.12 Neither the Company nor Lenco Technology Group are trading companies.
Appears in 1 contract
Samples: Exhibit (Ems Technologies Inc)
SHARES IN THE COMPANY AND SUBSIDIARIES. 2.1 The Sale Shares constitute the whole of the issued share capital of the Company and are fully paid.
2.2 The Seller is Sellers are the sole legal and beneficial owner of the Sale Shares.Shares listed in Part 1 of Schedule 1 and are entitled to transfer the legal and beneficial title to the Sale Shares listed in Part 1 of Schedule 1 to the Buyer free from all Encumbrances, without the consent of any other person.
2.3 Part 2 of Schedule 1 2 lists all the Subsidiaries of the Company at the date of this agreement and sets out particulars of their issued share capital.
2.4 The Company is the sole legal and beneficial owner of the whole issued share capital of each company listed in Part 2 of Schedule 12.
2.5 The issued shares of the Company's Subsidiaries are fully paidpaid up.
2.6 The Sale Shares listed in Part 1 of Schedule 1 and the shares of the Company's Subsidiaries are free from all Encumbrances.
2.7 Other than pursuant to the Company Option Agreements, no person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities (or any rights or interest in them) of the Company or any of its Subsidiaries and neither the Seller, the Company nor any of its Subsidiaries has agreed to confer any such rights and no person has claimed any such right.
2.8 No right Encumbrance has been granted to any person to require or otherwise exists affecting: DocuSign Envelope ID: 7A64C679-377F-458A-B7C0-50276FFA55AB
2.8.1 the Company Sale Shares listed in Part 1 of Schedule 1 or any issued shares of its Subsidiaries to issue any share capital and no Encumbrance has been created in favour of any person affecting the Company's Subsidiaries; or
2.8.2 any unissued shares or shares, debentures or other unissued securities of the Company or any of its Subsidiaries.
2.8 . No commitment to create any such Encumbrance has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Company's Subsidiaries (or nor has any unissued shares or debentures or other unissued securities of the Company or any of its Subsidiaries) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those thingsright to such an Encumbrance.
2.9 Neither the Company nor any of its Subsidiaries:
(a) 2.9.1 holds or beneficially owns, or has agreed to acquire, any shares, loan capital or other securities of in any corporation company other than its own Subsidiaries; or;
(b) 2.9.2 has at any time had any subsidiaries or subsidiary undertakings, other than its own Subsidiaries;
2.9.3 is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or;
(c) 2.9.4 has, outside its country of incorporation, any branch or permanent establishment.; or
2.9.5 controls or takes part in the management of any company or business organisation (d) other than the Subsidiaries), nor has issued any securities that are convertible into sharesit agreed to do so.
2.10 Neither the Company nor any of its Subsidiaries has at any time:
(a) 2.10.1 purchased, redeemed or repaid any of its own share capital; or;
(b) 2.10.2 given any financial assistance in contravention of any applicable law or regulation; or
2.10.3 issued any securities that are convertible into shares.
2.11 All dividends or distributions declared, made or paid by the Company or any of its Subsidiaries have been declared, made or paid in accordance with that company's constitutional documents, all applicable legislation and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
2.12 Neither No shares in the capital of the Company nor Lenco Technology Group are trading companiesor any of its Subsidiaries have been issued and no transfer of any such shares has been registered (where applicable), except in accordance with all applicable laws and constitutional documents of the Company or the relevant Subsidiary (as the case may be) and all transfers have been duly stamped (where applicable).
Appears in 1 contract
Samples: Share Purchase Agreement
SHARES IN THE COMPANY AND SUBSIDIARIES. 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 Seller is Sellers are the sole legal and beneficial owner owners of the Sale Shares.
2.3 Part 2 of Schedule 1 lists all The Company Subsidiary is the Subsidiaries only Subsidiary of the Company at the date of this agreement and sets out particulars of their issued share capitalCompany.
2.4 The Company is the sole legal and beneficial owner of the whole allotted and issued share capital of each company listed in Part 2 of Schedule 1the Company Subsidiary.
2.5 The issued shares of the Company's Subsidiaries Company Subsidiary are fully paidpaid up.
2.6 The Sale Shares and the shares of the Company's Subsidiaries are being sold free from all Encumbrances.
2.7 No right has been granted to any person to require the Company or of its Subsidiaries the Company Subsidiary 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 or any of its Subsidiariesthe Company Subsidiary.
2.8 No commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Company's Subsidiaries Company Subsidiary (or any unissued shares or debentures or other unissued securities of the Company or any of its Subsidiariesthe Company Subsidiary) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things.
2.9 Neither the Company nor any of its Subsidiariesthe Company Subsidiary:
(a) holds or beneficially owns, or has agreed to acquire, any securities of any corporation other than its own Subsidiaries; or;
(b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or;
(c) has, outside its country of incorporation, any branch or permanent establishment.; and
(d) has allotted or issued any securities that are convertible into shares.
2.10 Neither the Company nor any of its Subsidiaries the Company Subsidiary has at any time:
(a) purchased, redeemed or repaid any of its own share capital; or
(b) given any financial assistance in contravention connection with any acquisition of any applicable law its share capital or regulationthe share capital of its holding company (as that expression is defined in section 736 of the Companies Acts) as it would fall within sections 151 to 158 (inclusive) of the Companies Acts.
2.11 All dividends or distributions declared, made or paid by the Company or any of its Subsidiaries and the Company Subsidiary have been declared, made or paid in accordance with that company's constitutional documentsits memorandum, all articles of association, the applicable legislation provisions of the Companies Acts and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
2.12 Neither Since its incorporation the Company nor Lenco Technology Group are trading companiesSubsidiary has not traded, entered into any contractual commitment or incurred any liability in either case of any nature.
Appears in 1 contract
