Common use of The Group Clause in Contracts

The Group. 3.1 Each Group Company is a corporation duly organised and validly existing under the applicable laws of their respective countries of incorporation and, to the extent the concept applies, in good standing. Each of the Group Companies has requisite corporate or similar power and authority to own its properties and to carry on its business as currently conducted. 3.2 No Group Company has filed, and no third Person has filed against any Group Company, any petition for winding-up, dissolution, liquidation, bankruptcy or receivership and there are no facts or circumstances justifying such filing. None of the Group Companies have made any assignment in favour of, or initiated any negotiations with respect to, an overall compromise or arrangement with all of or the majority of its creditors. 3.3 The Company has no subsidiaries other than the Subsidiaries and holds no shares or other ownership interests in any other Person. No Subsidiary holds any shares or other ownership interests in any other Person. 3.4 Except for the shares of IFU in Universal Robots (Shanghai) Co. Ltd and the shares of EKI in Universal Robots (India) Private Limited, no third Person (not being a member of the Group) owns shares or any similar ownership interest in the Subsidiary and no has third party been granted any right to acquire or subscribe for such shares or ownership interest. 3.5 The Company has full and unrestricted title (directly or indirectly) to the shares in the Subsidiaries free and clear from any Encumbrances. 3.6 Each Seller is the sole legal owner of the Shares listed against its name in the Company’s share register attached as Exhibit 3.6, and the Shares listed against its name therein are free and clear from any Encumbrances. 3.7 The Due Diligence Information contains an up-to-date, complete and correct copy of the Company’s Corporate Documents. 4.1 The share capital of the Company amounts to nominal DKK 546,115 shares, divided into nominal DKK 218,312 class A shares and nominal DKK 327,803 class B shares that have all been properly and validly issued and which are all fully paid up. 4.2 The share capital of the Subsidiaries is fully paid up to the extent such full payment is a mandatory requirement under any relevant statutory law. 4.3 No Group Company has issued any outstanding warrants, options or other instruments entitling any Person to acquire, convert or subscribe for equity in any of the Group Companies. 4.4 No share certificates have been issued for the Shares or for any of the shares in any of the Subsidiaries.