Warranties relating to the Shares. Each Seller warrants to the Buyer as at the date of this Agreement and again as at Completion that:
Warranties relating to the Shares. OF THE COMPANY 4.3.2.1 The Shares of the Company have been duly issued and fully paid up and may be freely transferred and are the only shares issued. The rights attached to each of the Shares of the Company are identical and free of any Security. The share capital of the Company is not subject to any repayment. 4.3.2.2 Except as set forth in the Disclosure Letter, no contract or undertaking is in force regarding the issue or the allocation of Shares or granting to any person the right to purchase or to pre-empt all or part of the Shares of the Company. At the Closing Date, the Company has not issued, nor is bound to issue, securities giving rights, at any moment or on a given date, whether by conversion, exchange, repayment, presentation of coupon or by any other method, to the allocation of Shares which are or which will be issued for this purpose. 4.3.2.3 The Sellers are, at the Closing, the sole and full holders of the Shares. No Security on the Shares is in existence and no person has made any claims to the Shares or with regard to any Security in relation to the Shares. No Shares of the Company are legally or beneficially owned by any person other than the Sellers. The Sellers have full power and capacity to transfer full title of their Shares free of any Securities on the date of this Agreement. 4.3.2.4 The transfer of the Shares does not affect any of the rights or obligations of the Company and does not violate any law or regulation, judgment or other type of decisions that are applicable to the Company or any of the constitutive documents of the Company. 4.3.2.5 The Company is not nor has it agreed to become a holder of any class of share or other capital of any Entity and the ----------------------------------------------------------------------------- 20 <PAGE> Company is not and has not agreed to become a member of any joint venture, partnership or consortium and is not and has not agreed to be a party to any profit sharing of any arrangement. 4.3.3
Warranties relating to the Shares. The Shares are held as set forth in Schedule 2.1. The Shares have been duly issued and fully paid up. All contributions have been made in compliance with applicable law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions (keine Nachschusspflichten). No hidden contributions in kind (verdeckte Sacheinlagen) have been made in respect of the Shares. The Shares may be freely transferred by the respective Seller and are the only shares issued. The Shares are free of any Security and of any third party rights. No Seller is party to any contract or undertaking regarding the issue or the allocation of the Shares or granting to any person the right to purchase or to pre-empt all or part of the Shares. The Company has not issued, nor is bound to issue, securities giving rights, at any moment or on a given date, whether by conversion, exchange, repayment or by any other method, to the allocation of the Shares which are or which will be issued for this purpose. The Sellers are the sole and full holders of the Shares. No person has made any claims to the Shares or with regard to any Security in relation to the Shares. No Shares of the Company are legally or beneficially owned by any person other than the Sellers. The Company is not or has not agreed to become a holder of any class of share or other capital of any Entity and the Company. No violation of Sections 30, 31 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschr’nkter Haftung; GmbH-Gesetz) has occurred in respect of the Shares.
Warranties relating to the Shares. 4.3.2.1 The GS Sensors Shares have been duly issued and fully paid up and may be freely transferred and are the only shares issued by GS Sensors. The rights attached to each of the GS Sensors Shares are identical and free of any Security. The share capital of GS Sensors is not subject to any redemption nor repayment.
Warranties relating to the Shares. Each Seller warrants to the Buyer as at the date of this Deed that:
