Common use of The Shares and the Group Companies Clause in Contracts

The Shares and the Group Companies. 1.1.1 The Seller listed in Schedule 1: (i) is the sole legal and beneficial owner of the Shares listed opposite the name of that Seller in Schedule 1; 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 share capital of the Companies, have been properly and validly issued and are each fully paid. 1.1.3 The shareholders specified in paragraph 2 of Schedule 2: (i) are the sole legal and beneficial owners of the shares in the Subsidiaries; and (ii) have the right to exercise all voting and other rights over such shares. 1.1.4 The shares in the Subsidiaries comprise the whole of the issued and allotted share capital of the Subsidiaries, have been properly and validly issued and allotted and each are fully paid. 1.1.5 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 capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). 1.1.6 There are no Encumbrances on the shares in any Group Company. 1.1.7 No third party consents are required for the transfer of the Shares pursuant to this Agreement other than the approval of VIA Stockholders as referred to in Clause 4.1. 1.1.8 No Group Company has any interest in, or has agreed to acquire, any share capital or other security referred to in paragraph 1.1.5 of any other company (wherever incorporated) other than the Subsidiaries set out in Schedule 2. 1.1.9 The particulars contained in Schedule 2 are true and accurate.

The Shares and the Group Companies. 1.1.1 The Relevant Seller listed in Schedule 1: (i) is the sole legal and beneficial owner of the Shares listed opposite the name of that Seller in Schedule 1; 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 share capital of the Companies, have been properly and validly issued and are each fully paid. 1.1.3 The shareholders specified in paragraph 2 of Schedule 2: (i) are the sole legal and beneficial owners of the shares in the Subsidiaries; and (ii) have the right to exercise all voting and other rights over such shares. 1.1.4 The shares in the Subsidiaries comprise the whole of the issued and allotted share capital of the Subsidiaries, have been properly and validly issued and allotted and each are fully paid. 1.1.5 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 capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). 1.1.6 There are no Encumbrances on the shares in any Group Company. 1.1.7 No third party consents are required for the transfer of the Shares pursuant to this Agreement other than the approval of VIA Stockholders as referred to in Clause 4.1. 1.1.8 No Group Company has any interest in, or has agreed to acquire, any share capital or other security referred to in paragraph 1.1.5 of any other company (wherever incorporated) other than the Subsidiaries set out in Schedule 2. 1.1.9 The particulars contained in Schedule 2 are true and accurate.

The Shares and the Group Companies. 1.1.1 The Seller listed Relevant Sellers specified in Part 1 of Schedule 1: (i) is are the sole legal and beneficial owner owners of the Shares listed opposite the name of that Seller in Schedule 1Shares; and (ii) has have 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 Companies, have been properly and validly issued and allotted and are each fully paid. 1.1.3 The shareholders specified in paragraph 2 of Schedule 2: (i) are the sole legal and beneficial owners of the shares in the Subsidiaries; and (ii) have the right to exercise all voting and other rights over such shares. 1.1.4 The shares in the Subsidiaries comprise the whole of the issued and allotted share capital of the Subsidiaries, have been properly and validly issued and allotted and each are fully paid. 1.1.5 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 capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). 1.1.6 There are no Encumbrances on the shares in any Group Company. 1.1.7 No third party All consents are required for the transfer of the Shares pursuant to this Agreement other than the approval of VIA Stockholders as referred to in Clause 4.1have been obtained or will be obtained by Closing. 1.1.8 No Group Company has any interest in, or has agreed to acquire, any share capital or other security referred to The Shares and the shares in paragraph 1.1.5 of any other company (wherever incorporated) other than the Subsidiaries set out in Schedule 2have not been and are not listed on any stock exchange or regulated market. 1.1.9 The particulars contained in Schedule 2 are true and accurate.

The Shares and the Group Companies. 1.1.1 The Seller listed Share Sellers specified in Part 1 of Schedule 1: (i) is are the sole legal and beneficial owner owners of the Shares listed opposite the name of that Seller in Schedule 1Shares; and (ii) has have 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 Companies, have been properly and validly issued and allotted and are each fully paid. 1.1.3 The shareholders specified in paragraph 2 of Schedule 2: (i) are the sole legal and beneficial owners of the shares in the Subsidiaries; and (ii) have the right to exercise all voting and other rights over such shares. 1.1.4 The shares in the Subsidiaries comprise the whole of the issued and allotted share capital of the Subsidiaries, have been properly and validly issued and allotted and each are fully paid. 1.1.5 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 capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). 1.1.6 There are no Encumbrances on the shares in any Group Company. 1.1.7 No third party All consents are required necessary for the transfer of the Shares pursuant to this Agreement other than the approval of VIA Stockholders as referred to in Clause 4.1have been obtained or will be obtained by Closing. 1.1.8 The Shares and the shares in the Subsidiaries have not been and are not listed on any stock exchange or regulated market. 1.1.9 No Group Company has any interest in, or has agreed to acquire, any share capital or other security referred to in paragraph 1.1.5 of this Schedule 12 of any other company (wherever incorporated) other than the Subsidiaries set out in Schedule 2. 1.1.9 1.1.10 The particulars contained in Schedule 2 are true and accurate.