Common use of The Reorganisation Clause in Contracts

The Reorganisation. 2.1 The disclosure of the Reorganisation set forth in the section headed “History, Reorganization and Corporate Structure” in the Prospectus is true and accurate in all material respects. Each step of the Reorganisation was effected in compliance with all applicable Laws of all applicable jurisdictions and with the memoranda and articles of association/bye-laws (or equivalent constitutive documents) of the relevant Group Company. 2.2 Neither the Reorganisation nor its implementation nor any of the documents signed or executed in connection therewith: 2.2.1 resulted or will result in a breach of any applicable Laws or of the terms or provisions of, or in the case of the Company, its Articles of Association (or its articles of association at the time) or, in the case of any Subsidiary, its constitutive documents and/or business licences, or in the case of any Warranting Shareholder that is corporation, its constitutive documents; or 2.2.2 resulted or will result in a breach of, or constituted or will constitute a default under, any indenture, mortgage, charge, trust, lease, agreement, instrument or obligation to which the Company, any Subsidiary or any Warranting Shareholder was or is a party or by which the Company, any Subsidiary or any Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effect; or 2.2.3 resulted or will result in a breach of any Laws or Approvals to which the Company, any Subsidiary or any Warranting Shareholder was or is subject or by which the Company, any Subsidiary or any Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effect; or 2.3 Each of the parties to the restructuring documents in relation to the Reorganisation has requisite power (corporate and other) to execute, deliver and perform such documents and has duly authorised, executed and delivered such documents. Each of such documents constitutes a legal, valid and binding agreement, enforceable against each of the parties thereto in accordance with its terms. 2.4 The Reorganisation has been legally implemented and completed. Except as disclosed in the Prospectus and to the best knowledge of the Warrantors after due and careful enquiry, there are no legal or administrative or other proceedings pending anywhere challenging the effectiveness or validity of the Reorganisation or any of the restructuring documents in relation to the Reorganisation and no such proceedings are threatened or contemplated by any Governmental Authority or by any other person. 2.5 To the best knowledge of the Warrantors, all tax, duty (including stamp duty), charge, impost or levy (whether by way of actual assessment, loss of allowance, deduction or credit available for relief or otherwise) payable to effect, or otherwise in connection with, the Reorganisation have been paid or will be paid on the relevant due dates. 2.6 The property and other assets involved in the Reorganisation comprise all the material assets necessary for the carrying on of the business of the Group in the manner it is presently conducted and as described in the Prospectus and the liabilities assumed by the Group pursuant to the Reorganisation represent the only liabilities (save as disclosed in the Prospectus) of the Group. 2.7 To the best knowledge of the Warrantors after due and careful enquiry, no person has or may have any right to claim that any matter done or document executed pursuant to the Reorganisation was not valid or binding on any person or contrary to or an infringement of the rights of any person.

The Reorganisation. 2.1 The disclosure of the Reorganisation set forth in the section headed “History, Reorganization ” and Corporate Structureparagraphs under “A. Further Information about our Group – 4. Reorganisation” in Appendix IV to the Prospectus is true and accurate in all material respects. Each step of the Reorganisation was effected in compliance with all applicable Laws of all applicable jurisdictions and with the memoranda and articles of association/bye-laws (or equivalent constitutive documents) of the relevant Group Company. 2.2 Neither the Reorganisation nor its implementation nor any of the documents signed or executed in connection therewith: 2.2.1 resulted or will result in a breach of any applicable Laws or of the terms or provisions of, or in the case of the Company, its Articles of Association (or its articles of association at the time) or, in the case of any Subsidiary, its constitutive documents and/or business licences, or in the case of any Warranting Shareholder that is corporation, its constitutive documents; or 2.2.2 resulted or will result in a breach of, or constituted or will constitute a default under, any indenture, mortgage, charge, trust, lease, agreement, instrument or obligation to which the Company, any Subsidiary or any Warranting Shareholder was or is a party or by which the Company, any Subsidiary or any Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effect; or 2.2.3 resulted or will result in a breach of any Laws or Approvals to which the Company, any Subsidiary or any Warranting Shareholder was or is subject or by which the Company, any Subsidiary or any Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effect; or 2.3 Each of the parties to the restructuring documents in relation to the Reorganisation has requisite power (corporate and other) to execute, deliver and perform such documents and has duly authorised, executed and delivered such documents. Each of such documents constitutes a legal, valid and binding agreement, enforceable against each of the parties thereto in accordance with its terms. 2.4 The Reorganisation has been legally implemented and completed. Except as disclosed in the Prospectus and Prospectusand to the best knowledge knowledge, information and belief of the Warrantors after due and careful enquiry, there are no legal or administrative or other proceedings pending anywhere challenging the effectiveness or validity of the Reorganisation or any of the restructuring documents in relation to the Reorganisation and no such proceedings are threatened or contemplated by any Governmental Authority or by any other person. 2.5 To the best knowledge of the Warrantors, all All tax, duty (including stamp duty), charge, impost or levy (whether by way of actual assessment, loss of allowance, deduction or credit available for relief or otherwise) payable to effect, or otherwise in connection with, the Reorganisation have been paid or will be paid on the relevant due dates. 2.6 The property and other assets involved in the Reorganisation comprise all the material assets necessary for the carrying on of the business of the Group in the manner it is presently conducted and as described in the Prospectus and the liabilities assumed by the Group pursuant to the Reorganisation represent the only liabilities (save as disclosed in the Prospectus) of the Group. 2.7 To the best knowledge knowledge, information and belief of the Warrantors after due and careful enquiry, no person has or may have any right to claim that any matter done or document executed pursuant to the Reorganisation was not valid or binding on any person or contrary to or an infringement of the rights of any person.

The Reorganisation. 2.1 The disclosure of the Reorganisation set forth in the section headed “History, Reorganization Reorganisation and Corporate StructureGroup Structure — The Reorganisation, Employee Share Scheme and Pre-IPO Investments” in the Prospectus is true and accurate in all material respects. Each step of the Reorganisation was effected in compliance with all applicable Laws of all applicable appropriate jurisdictions and with the memoranda memorandum and bye-laws/articles of association/bye-laws association (or equivalent constitutive documents) of the relevant Group Company. 2.2 Neither the Reorganisation nor its implementation nor any of the documents signed or executed in connection therewith: 2.2.1 resulted or will result in a breach of any applicable Laws or of the terms or provisions of, or in the case of the Company, its Articles of Association (or its articles of association at the time) or, in the case of any Subsidiary, its constitutive documents and/or business licences, or in the case of any the Warranting Shareholder that is corporationcorporations, its constitutive documents; or 2.2.2 resulted or will result in a breach of, or constituted or will constitute a default under, any indenture, mortgage, charge, trust, lease, agreement, instrument or obligation to which the Company, any Subsidiary or any the Warranting Shareholder was or is a party or by which the Company, any Subsidiary or any the Warranting Shareholder or any of their respective assets was or is bound and which will result in a Material Adverse Effectbound; or 2.2.3 resulted or will result in a breach of any Laws or Approvals to which the Company, any Subsidiary or any the Warranting Shareholder was or is subject or by which the Company, any Subsidiary or any the Warranting Shareholder or any of their respective assets was or is bound and which bound; or 2.2.4 resulted or will result in a Material Adverse Effectthe creation or imposition of any Encumbrance or other restriction upon any assets of any Group Company; or 2.2.5 has rendered or will render the Company, any Subsidiary or the Warranting Shareholder liable to any additional tax, duty, charge, impost or levy of any amount which has not been provided for in the accounts based upon which the accountant’s report was prepared by the Reporting Accountants and set out in Appendix I to the Prospectus. 2.3 All Approvals required in connection with the Reorganisation have been obtained and are in full force and effect and no Approval is subject to any condition precedent which has not been fulfilled or performed. 2.4 Each of the parties Group Companies and the Warranting Shareholder that is a party to the restructuring documents in relation to the Reorganisation has requisite full power (corporate and other) to execute, deliver and perform such documents and has duly authorised, executed and delivered such documents. Each of such documents constitutes a legal, valid and binding agreement, enforceable against each of the parties thereto Group Companies and the Warranting Shareholder that is a party to the relevant restructuring documents in accordance with its termsterms subject to general creditors' rights and bankruptcy law. 2.4 2.5 The Reorganisation has been properly and legally implemented and completed. Except as disclosed in the Prospectus Prospectus, there are no other material documents or agreements that have been entered into by the Company, any Subsidiary or the Warranting Shareholder in connection with the Reorganisation, and to the best knowledge of the Warrantors after due and careful enquiry, there are no legal or administrative or other proceedings pending anywhere challenging the effectiveness or validity of the Reorganisation or any of the restructuring documents in relation to the Reorganisation and and, no such proceedings are threatened or contemplated by any Governmental Authority or by any other person. 2.5 To the best knowledge of the Warrantors, all 2.6 All tax, duty (including stamp duty), charge, impost or levy (whether by way of actual assessment, loss of allowance, deduction or credit available for relief or otherwise) payable to effect, or otherwise in connection with, the Reorganisation have been paid or will be paid on the relevant due dates. 2.6 2.7 The property and other assets involved in the Reorganisation comprise all the material assets necessary for the carrying on of the business of the Group in the manner it is presently conducted and as described in the Prospectus and the liabilities assumed by the Group pursuant to the Reorganisation represent the only liabilities (save as disclosed in the Prospectus) of the Group. 2.7 To the best knowledge of the Warrantors after due and careful enquiry, no 2.8 No person has or may have any right to claim that any matter done or document executed pursuant to the Reorganisation was not valid or binding on any person or contrary to or an infringement of the rights of any person.