Common use of Shares in the Company Clause in Contracts

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. a) 2.1 The Sale Shares constitute 100% the whole of the allotted and issued share capital of the Company and are fully paid. b) 2.2 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 agreementShares. c) 2.3 The Sale Shares are free from all Encumbrances and no commitment has been given to create an Encumbrance affecting the Sale SharesEncumbrances. d) 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 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 2.5 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. e) 2.6 The CompanyCompany has not: i(a) does not have any subsidiaries, and does not hold held or beneficially own, and or has not agreed to acquire, any securities of any undertaking;corporation; or ii(b) is not and or has not agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);; or iii(c) does not have any branch or permanent establishment has, outside its country of incorporation;, any branch or permanent establishment; or iv(d) has not circulated allotted or issued any written resolution which could be passed after Completion;securities that are convertible into shares. v) 2.7 The Company has not at any time time: (a) purchased, redeemed or repaid any of its own share capital; andor vi(b) has not at any time given any financial assistance in contravention of the provisions section 151 of the Companies ActXxx 0000. f) The Company has not 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, the applicable provisions of the Companies Acts and any agreements or arrangements made with any third party regulating the payment of dividends or other and distributions.

Shares in the Company. a) 2.1 The Sale Shares constitute 100% the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. b) 2.2 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 legal and beneficial title to the Sale Shares are to the Buyer free from all Encumbrances 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 Sellers nor the Company have agreed to confer any such rights, and no commitment person has been given to create an Encumbrance affecting the Sale Sharesclaimed any such rights. d) 2.4 No right Encumbrance has been granted to any person to require or otherwise exists affecting: (a) 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 Sale Shares; or (b) any unissued shares or 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. e) 2.5 The Company: i(a) does not have any subsidiaries, and does not hold or beneficially own, or has 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 acquirebecome, any securities of any undertaking; ii) 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); iii(d) does not have control or take part in the management of any company or business organisation, nor has it agreed to do so; (e) is in relation to any: (i) 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 (ii) limited partnership registered in Scotland or general partnership constituted in Scotland, a registrable relevant legal entity within the meaning of regulation 3(8) of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (SI 2017/694). (f) has any branch or permanent establishment outside its country of incorporation;. iv) has not circulated any written resolution which could be passed after Completion; v) 2.6 The Company has not at any time time: (a) purchased, redeemed redeemed, reduced, forfeited or repaid any of its own share capital; and; vi(b) has not at any time 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 provisions capital of the Companies ActCompany 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). f2.8 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) The Company has not declaredof the CA 2006 in respect of any shares or voting rights in, made or paid any dividends right to appoint or other distributionsremove any member of the board of directors of the Company.

Shares in the Company. a) 2.1 The Sale Shares constitute 100% the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. b) 2.2 The Sellers are Seller is the sole legal and beneficial owners of the Sale Shares and are is entitled to transfer full ownership of them on the terms set out in this agreement. c) The legal and beneficial title to the Sale Shares are to the Buyer free from all Encumbrances 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 commitment person has been given to create an Encumbrance affecting the Sale Sharesclaimed any such rights. d) 2.4 No right Encumbrance has been granted to any person to require or otherwise exists affecting: (a) 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 Sale Shares; or (b) any unissued shares or 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. e) 2.5 The Company: i(a) does not have any subsidiaries, and does not hold or beneficially own, and or has not agreed to acquire, any shares, loan capital or any other securities of in any company; (b) has not at any time had any subsidiary or subsidiary undertaking; ii(c) is not and not, or has not agreed to become become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); iii(d) does not control or take 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 a 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 its country of incorporation;. iv) has not circulated any written resolution which could be passed after Completion; v) 2.6 The Company has not at any time time: (a) purchased, redeemed redeemed, reduced, forfeited or repaid any of its own share capital; andor vi(b) has not at any time 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 provisions capital of the Companies ActCompany 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 (as the case may be), and all such transfers have been duly stamped (where applicable). f2.8 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) The Company has not declaredof the CA 2006 in respect of any shares or voting rights in, made or paid any dividends right to appoint or other distributionsremove any member of the board of directors of the Company.

Shares in the Company. a) 2.1 The Sale Shares constitute 100% the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. b) 2.2 The Sellers are the sole 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 legal and beneficial title to the Sale Shares are to the Buyer free from all Encumbrances 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 none of the Sellers or the Company has agreed to confer any such rights, and no commitment person has been given to create an Encumbrance affecting the Sale Sharesclaimed any such rights. d) 2.4 No right Encumbrance has been granted to any person to require or otherwise exists affecting: 2.4.1 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 Sale Shares; or 2.4.2 any unissued shares or 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. e) The 2.5 the Company: i) does not have any subsidiaries, and 2.5.1 does not hold or beneficially own, or has agreed to acquire, any shares, loan capital or any other securities in any company; 2.5.2 has not at any time had any subsidiary or subsidiary undertaking; 2.5.3 is not, and has not agreed to acquirebecome, any securities of any undertaking; ii) 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); iii) 2.5.4 does not have control or take part in the management of any company or business organisation, nor has it agreed to do so; 2.5.5 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 2.5.6 has any branch or permanent establishment outside its country of incorporation;. iv) has not circulated any written resolution which could be passed after Completion; v) 2.6 the Company has not at any time time: 2.6.1 purchased, redeemed redeemed, reduced, forfeited or repaid any of its own share capital; and; vi) has not at any time 2.6.2 given any financial assistance in contravention of any applicable law or regulation; or 2.6.3 allotted or issued any securities that are convertible into shares. 2.7 No shares in the provisions capital of the Companies ActCompany have been issued, and no transfer of any such shares have 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). f2.8 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) The Company has not declaredof the CA 2006 in respect of any shares or voting rights in, made or paid any dividends right to appoint or other distributionsremove any member of the board of directors of the Company.