Common use of Capitalisation Clause in Contracts

Capitalisation. (a) The authorised and issued share capital of the Company as of immediately prior to and after the Closing is as stated in Schedule 3.4(a). (b) Other than as listed in Schedule 3.4(a), there are no outstanding or authorised subscriptions, options, warrants, rights, commitments, or any other agreements of any character directly or indirectly obligating the Company or the Subsidiary to issue (i) any additional shares or other securities or (ii) any securities or debt convertible into, or exchangeable for, or evidencing the right to subscribe for, any shares other securities. (c) Neither the Company nor the Subsidiary has adopted or authorised any plan for the benefit of its officers, employees, consultants or directors which requires or permits the issuance, sale, purchase, or grant of any shares of the Company’s or the Subsidiary’s share capital or other securities or any securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for any such shares or securities, other than as set forth in Schedule 3.4(a). (d) The Series E Preferred Shares to be issued to the Investors in accordance herewith, will, when issued and paid for, be duly authorised, validly issued, fully paid and non-assessable, and will have the rights, preferences, privileges, and restrictions as set forth in the Amended and Restated Articles of Association, Shareholders’ Rights Agreement and this Agreement and will be free and clear of all Security Interests, proxies, voting trusts and other voting agreements, calls or commitments of any kind, other than as explicitly contemplated by the Amended and Restated Articles of Association and this Agreement, and will be duly registered in the name of the Investors in the Company’s shareholders’ register. The Series E Preferred Shares, when issued, will have been issued in compliance with all laws, rules and regulations, including applicable securities laws. (e) All other securities of the Company and the Subsidiary have been issued in compliance with all laws, rules and regulations, including applicable securities laws. Other than as contemplated by this Agreement and the Transaction Documents, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its shares or any warrants, options or other rights to acquire its shares.

Capitalisation. (a) The authorised and issued share capital of the Company as of immediately prior to and after the Closing is as stated in Schedule 3.4(a). (b) Other than as listed in Schedule 3.4(a), there are no outstanding or authorised subscriptions, options, warrants, rights, commitments, or any other agreements of any character directly or indirectly obligating the Company or the Subsidiary to issue (i) any additional shares or other securities or (ii) any securities or debt convertible into, or exchangeable for, or evidencing the right to subscribe for, any shares or other securities. (c) Neither the Company nor the Subsidiary has adopted or authorised any plan for the benefit of its officers, employees, consultants or directors which requires or permits the issuance, sale, purchase, or grant of any shares of the Company’s or the Subsidiary’s share capital or other securities or any securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for any such shares or securities, other than as set forth in Schedule 3.4(a). (d) The Series E E2 Preferred Shares to be issued to the Investors in accordance herewith, will, when issued and paid for, be duly authorised, validly issued, fully paid and non-assessable, and will have the rights, preferences, privileges, and restrictions as set forth in the Amended and Restated Articles of Association, Shareholders’ Rights Agreement and this Agreement and will be free and clear of all Security Interests, proxies, voting trusts and other voting agreements, calls or commitments of any kind, other than as explicitly contemplated by the Amended and Restated Articles of Association and this Agreement, and will be duly registered in the name of the Investors in the Company’s shareholders’ register. The Series E E2 Preferred Shares, when issued, will have been issued in compliance with all laws, rules and regulations, including applicable securities laws. (e) All other securities of the Company and the Subsidiary have been issued in compliance with all laws, rules and regulations, including applicable securities laws. Other than as contemplated by this Agreement and the Transaction Documents, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its shares or any warrants, options or other rights to acquire its shares.