THE SHARES AND THE COMPANY. 4.1 The Shares comprise the whole of the issued share capital of the Company and there are no shares in the capital of the Company allotted but not issued. All of the Shares are fully paid or credited as fully paid.
4.2 Save only as provided in this Agreement, there are no agreements or arrangements in force which call for the present or future creation, allotment, issue, transfer, redemption or repayment of, or grant to any person the right (whether exercisable now or in the future and whether conditional or not) to call for the creation, allotment, issue, transfer, redemption or repayment of, any share or loan capital of the Company (including by way of option or under any right of conversion or pre-emption).
4.3 The Company does not have, and never has had, any subsidiaries or subsidiary undertakings apart from the Subsidiaries.
4.4 The Company is the legal and beneficial owner of the entire issued share capital of each of the Subsidiaries, free from all Encumbrances.
4.5 The Company has no associated companies as defined in FRS9.
4.6 Each Subsidiary is a trading company.
4.7 The Company has no branch, agency, place of business or permanent establishment outside the United Kingdom.
4.8 The latest copy of the articles of association of the Company filed with the Registrar of Companies and available for inspection on the date of this Agreement are true and complete and sets out in full the rights and restrictions attaching to each class of the Company’s share capital.
4.9 The statutory books (including all registers and minute books) of the Company have been properly kept and contain a complete and accurate record of the matters which should be dealt with in them and no notice or allegation that any of them is incorrect or should be rectified has been received by the Company.
4.10 Neither the Company nor any class of its members has during the period of three years ending on the date of this Agreement passed any resolution (other than resolutions relating to business at annual general meetings which was not special business).
4.11 All returns, particulars, resolutions and other documents required under the Companies Legislation and all other legislation to be delivered on behalf of the Company to the Registrar of Companies or to any other authority whatsoever have been duly and properly made and delivered.
THE SHARES AND THE COMPANY. 4.1 The Shares together with the Other Shares and the Outstanding Shares (in each case other than those the subject of the unexercised Options) comprise of the whole of the issued share capital of the Company and there are no shares in the capital of the Company allotted but not issued. All of the Shares are fully paid or credited as fully paid.
4.2 The Shares are legally and beneficially owned by the Sellers free from all Encumbrances.
4.3 Save only as provided in this Agreement and the Short Form SPA(s) and other than the Options there are no agreements or arrangements in force which call for the present or future creation, allotment, issue, redemption or repayment of, or grant to any person the right (whether exercisable now or in the future and whether conditional or not) to call for the creation, allotment, issue, redemption or repayment of, any share or loan capital of the Company (including by way of option or under any right of conversion or pre-emption).
4.4 The Company does not have, and never has had, any subsidiaries or subsidiary undertakings apart from the Subsidiary.
4.5 The Company is the beneficial owner of the entire issued share capital of the Subsidiary, free from all Encumbrances.
4.6 The Company has no associated companies as defined in FRS9.
4.7 Save as regards the Subsidiary, the Company has no branch, agency, place of business or permanent establishment outside the United Kingdom.
4.8 The latest copy of the articles of association of the Company filed with the Registrar of Companies and available for inspection on the date of this Agreement are true and complete.
4.9 The statutory books (including all registers and minute books) of the Company have been properly kept and contain a complete and accurate record of the matters which should be dealt with in them and no notice or allegation that any of them is incorrect or should be rectified has been received by the Company.
4.10 All returns, particulars, resolutions and other documents required under the Companies Legislation and all other legislation to be delivered on behalf of the Company to the Registrar of Companies or to any other authority whatsoever have been duly and properly made and delivered.
THE SHARES AND THE COMPANY. 1.1.1 The Seller is the sole beneficial and legal owner of the Shares and has the right to exercise all voting and economic rights over the Shares.
1.1.2 The Shares comprise the whole of the issued and allotted share capital of the Company and have been properly and validly issued and allotted and are each fully paid.
1.1.3 No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer or repayment of any share capital or any other security giving rise to a right over, or an interest in, the capital of the Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption).
THE SHARES AND THE COMPANY. 1.1.1 The Seller:
(i) is the sole legal and beneficial owner of the Shares; and
(ii) has the right to exercise all voting and other rights over the Shares.
1.1.2 The Shares comprise the whole of the issued and allotted share capital of the Company, have been properly and validly issued and allotted and are each fully paid in cash.
1.1.3 No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer, amortisation or repayment of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of the Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption) nor is there any commitment to give or create any of the foregoing, and no person has claimed to be entitled to any of the foregoing.
1.1.4 There are no Encumbrances on the shares in the Company.
1.1.5 The Company owns no, and has not owned any, shares or other interests in any corporate or other body.
1.1.6 The Company is not and has not agreed to become a member of any partnership or other unincorporated association, joint venture or consortium.
1.1.7 The Company does not have outside the United Kingdom any branch or any permanent establishment (as that expression is defined in the respective Double Taxation Relief Orders current at the date of this agreement).
1.1.8 The particulars contained in Schedule 1 are true, accurate and not misleading.
1.1.9 The Company has not given any power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or to do anything on its behalf, other than for the purposes of entering into the arrangements contemplated by this Agreement.
THE SHARES AND THE COMPANY. 3.1 The Shares constitute the whole of the issued and allotted share capital of the Company and are fully paid or credited as fully paid and, other than the Existing Options, there are no options over any shares or options to subscribe shares in the Company.
3.2 The Sellers are the legal and beneficial owners of the number of Shares set opposite their respective names in column (3) of Schedule 1 and sell the Shares with full title guarantee.
3.3 There is no pledge, lien, option, warrant, charge or encumbrance on, over or affecting any of the Shares or the shares in the Subsidiaries, no agreement to create such pledge, lien, option, warrant, 27 charge or encumbrance has been made and no claim has been received that is outstanding that any person is entitled to any such pledge, lien, charge or encumbrance.
THE SHARES AND THE COMPANY. 5.1 The Shares
5.1.1 The Shares comprise the whole of the issued share capital of the Company and all of the Shares are fully paid or credited as fully paid.
5.1.2 The Seller is the sole legal and beneficial owner of the Shares and is entitled to sell the Shares.
5.1.3 There is no Encumbrance on, over or affecting the Shares (or any of them).
5.2 Share and loan capital Save only as provided in this Agreement (which shall be dealt with in accordance with the terms of this Agreement), there are no agreements or commitments outstanding which call for the present or future creation, allotment, issue, transfer, redemption or repayment of, or grant to any person the right (whether exercisable now or in the future and whether conditional or not) to call for the creation, allotment, issue, transfer, redemption or repayment of, any share or loan capital of the Company (including by way of option or under any right of conversion or pre-emption).
5.3 Repayment of Capital, Capitalisation, Financial Assistance and Distributions
5.3.1 The Target Group Companies have never purchased, repaid or redeemed (or agreed to purchase, repay or redeem) or otherwise reduced (or agreed to reduce) their issued share capital or any class of it or capitalised (or agreed to capitalise) in the form of shares, debentures or other securities or in paying up any amounts unpaid on any shares, debentures or other securities, any profits or reserves of any class or description or passed (or agreed to pass) any resolution to do so.
5.3.2 None of the Target Group Companies have directly or indirectly given or agreed to give any financial assistance in contravention of any applicable law or regulation.
5.3.3 None of the Target Group Companies have made any distribution except out of profits available for the purpose and none of the reserves appearing in the relevant Accounts are undistributable reserves except to the extent stated in the relevant Accounts.
5.4 Group structure and corporate information
5.4.1 The information given in Schedule 1 is true, complete and accurate in all respects.
5.4.2 The Company does not have and has never had any subsidiaries or subsidiary undertakings apart from the Subsidiaries.
5.4.3 The Company is the beneficial owner of the entire issued share capital of each of the Subsidiaries, free from all Encumbrances of any nature whatsoever, or any agreement, arrangement or obligation to create any of the same, in favour of any other person.
5.5 The Company’s constitution...
THE SHARES AND THE COMPANY. The Shares comprise the whole of the issued share capital of the Company and there are no shares in the capital of the Company allotted but not issued. All of the Shares are fully paid or credited as fully paid.
THE SHARES AND THE COMPANY. 2.1 The Seller has full legal and beneficial title (juridisch en economisch gerechtigde tot) to the Shares. The Shares constitute the whole of the issued and outstanding share capital of the Company.
2.2 Each of the Shares is fully paid-up free and clear of any Encumbrances.
2.3 There are no grounds on the basis whereof any issue of shares of the Company may be invalidated.
2.4 Except for the Transaction Documents, there are no options, warrants, rights, agreements, pledges, calls, puts, rights to subscribe, conversion rights or other arrangements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its capital or any rights or interests exercisable therefor, and there are no equity appreciation, phantom equity, profit sharing or similar rights with respect to the Company. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or revoke any shares in its capital. There are no outstanding depositary receipts (certificaten) in relation to the Shares.
2.5 Other than the obligations resulting from the Transaction Documents and the restrictions set out in the constitutional documents of the Company, there are:
a. no obligations with respect to any of the Shares restricting the transfer of any such shares or the payment of dividends by any of the Company;
b. no agreements or arrangements binding on the Company that require approval or notice for transfer of any of the Shares or payment of dividends by the Company; and
c. no agreements or arrangements (including proxies) in relation to the voting rights connected to any of the Shares.
2.6 The Company was duly incorporated and validly exists under the laws of the Netherlands.
2.7 No proposal has been made or resolution adopted for a statutory merger (juridische fusie), division (splitsing), conversion (omzetting) into another legal form, transfer of the corporate seat (zetelverplaatsing) or a similar arrangement under the laws of any applicable jurisdiction, of the Company.
2.8 The Company has not been (a) declared bankrupt under Applicable Law, (b) granted a moratorium of payments, (c) made subject to any dissolution, liquidation, insolvency or reorganisation proceedings, (d) readjusted or rescheduled (part of) its debts, nor has, to the Seller’s best knowledge, (e) any third party applied for a declaration of bankruptcy or any such similar arrangement of the Company u...
