Zyon Sample Clauses

Zyon. 34.1 The Group is the legal and beneficial owner of 8,000 ordinary shares of £1.00 each in Zyon (“Zyon Shares”). 34.2 The Zyon Shares constitute 40% of the ordinary share capital of Zyon. 34.3 Each of the Zyon Shares is fully paid or credited as fully paid. 34.4 There is no Encumbrance affecting any of the Zyon Shares. There is no commitment to create an Encumbrance affecting any of the Zyon Shares. 34.5 There is no proceeding (as defined in paragraph 21.1 of this part 2 of Schedule 5) or dispute in existence or threatened against the Group relating to any Zyon Shares. So far as the Sellers are aware there is no fact or circumstance which might give rise to any such proceeding or dispute. 34.6 So far as the Sellers are aware, except for the collection of unpaid debts arising in the normal and ordinary course of business, neither Zyon nor a person for whose acts or defaults the Group may be vicariously liable is involved in a proceeding. 34.7 So far as the Sellers are aware, there is no proceeding pending or threatened by or against Zyon or a person for whose acts or defaults Zyon may be vicariously liable. 34.8 So far as the Sellers are aware, there is no fact or circumstance which is likely to give rise to a proceeding involving Zyon or a person for whose acts or defaults Zyon may be vicariously liable. 34.9 So far as the Sellers are aware, neither Zyon nor a person for whose acts or defaults Zyon may be vicariously liable, has been concerned or involved in any act, event or omission which is likely to give rise to a proceeding involving Zyon after the date of this agreement. 34.10 So far as the Sellers are aware: 34.10.1 no order or application has been made or resolution passed for the winding up of Zyon or for the appointment of a provisional liquidator to Zyon; 34.10.2 no petition has been presented and no application has been made to court for an administration order relating to Zyon and no notice of an intention to appoint an administrator of the Group has been given or filed; 34.10.3 no receiver or receiver and manager has been appointed of the whole or part of Zyon’s business or assets; 34.10.4 No voluntary arrangement has been proposed under section 1 Insolvency Xxx 0000 relating to Zyon and no compromise or arrangement has been proposed, agreed to or sanctioned under part 26 of the Act relating to Zyon; 34.10.5 Zyon is not insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 and Zyon has not stopped paying i...