Shares in the Company Sample Clauses

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid. 2.2 The Sellers are the legal and beneficial owners of the Sale Shares. 2.3 The Sale Shares are free from all Encumbrances. 2.4 No right has been granted to any person to require the Company to issue any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company. 2.5 No commitment has been given to create an Encumbrance affecting the Sale Shares (or any unissued shares or debentures or other unissued securities of the Company) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things. 2.6 The Company: (a) does not hold or beneficially own, or has agreed to acquire, any securities of any corporation; or (b) is not nor has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or (c) has not, outside its country of incorporation, any branch or permanent establishment; or (d) has not allotted or issued any securities that are convertible into shares; or (e) has not, and has never had any Subsidiaries. 2.7 The Company has not at any time: (a) purchased, redeemed or repaid any of its own share capital; or (b) given any financial assistance in connection with any acquisition of its share capital as it would fall within sections 151 to 158 (inclusive) of the Companies Acts. 2.8 All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its memorandum, articles of association, the applicable provisions of the Companies Acts and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid, or credited as fully paid. 2.2 Each Seller is the sole legal and beneficial owner of the Sale Shares set out opposite their name in Schedule 1 and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.

Shares in the Company. In exchange for the Consulting Services as specified in paragraphs 2.1 and 2.2 hereof, Xxxxxxx shall have the Company issue75,000 of the Company's Shares to the Consultant, immediately upon incorporation of the Company. If the Company fails to issue shares to the Consultant, Xxxxxxx shall assign 75,000 of his shares to the Consultant.

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid. 2.2 The Sellers are the legal and beneficial owners of the Sale Shares. 2.3 The Sale Shares are free from all Encumbrances. 2.4 No right has been granted to any person to require the Company to issue any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company 2.5 No commitment has been given to create an Encumbrance affecting the Sale Shares (or any unissued shares or debentures or other unissued securities of the Company) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things. 2.6 The Company has not: (a) held or beneficially own, or has agreed to acquire, any securities of any corporation; or (b) is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or (c) has, outside its country of incorporation, any branch or permanent establishment; or (d) has allotted or issued any securities that are convertible into shares. 2.7 The Company has not at any time: (a) purchased, redeemed or repaid any of its own share capital; or (b) given any financial assistance in contravention of section 151 of the Companies Xxx 0000. 2.8 All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its memorandum, articles of association, the applicable provisions of the Companies Acts and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.

Shares in the Company. Pursuant to the terms of the Subscription Agreement, the capital of the Company is held at the date of this Agreement as follows:

Shares in the Company. Subject always to clause 9.1(h) (Restrictions on transfers of Shares in the Company), each Shareholder agrees that it shall not transfer or dispose of any interest in or over or right attaching to any of its Shares except by a transfer: (i) to a transferee at any time after the expiry of the Lock In Period (as defined in sub-clause (c)); (ii) at any time to a transferee permitted in accordance with Articles [◆ ] of the Hold Co Articles; or (iii) [in the case of WGCo, WGCo may transfer any interest (or part thereof) to a transferee at any time, including, for the avoidance of doubt during the Lock In Period (as defined in sub-clause (c)),25] but always subject to sub-clauses (a)(i) to (iii) above, otherwise in accordance with the provisions of the Hold Co Articles and this clause 9 (Restrictions on share transfers).

Shares in the Company. 2.1 The Shares constitute the whole of the allotted and issued share capital of the Company and, save for the amounts unpaid comprising the Unpaid Share Capital, are fully paid.

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid. 2.2 The Sellers are the legal and beneficial owners of the Sale Shares. 2.3 The Sale Shares are free from all Encumbrances. 2.4 No right has been granted to any person to require the Company to issue any share capital and no Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company. 2.5 No commitment has been given to create an Encumbrance affecting the Sale Shares (or any unissued shares or debentures or other unissued securities of the Company) or for any of them to issue any share capital and no person has claimed any rights in connection with any of those things. 2.6 The Company: (a) does not hold or beneficially own, or has agreed to acquire, any securities of any corporation; or (b) is not or has not agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations); or (c) does not have outside its country of incorporation any branch or permanent establishment; or (d) has not allotted or issued any securities that are convertible into shares.

Shares in the Company a.
At Completion, the Seller will be the sole legal and beneficial owner of the Sale Shares. The “Issued Share Capital” Disclosed in Schedule 1 to the Agreement Discloses all of the authorized equity interests or securities of the Company and the Sale Shares and the Series D Shares are the only such equity interests or securities of the Company outstanding. b.
The Sale Shares and the Series D Shares constitute all of the issued and outstanding share capital of the Company and are fully paid and non assessable. Other than the Sale Shares and the Series D Shares, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or contracts or obligations of any kind (contingent or otherwise) to which the Seller or the Company is a party or by which it is bound obligating the Company, directly or indirectly, to issue, deliver or sell, or cause to be issued, delivered or sold, additional share capital or other securities or other equity interests of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, contract or obligation. There are no outstanding equity appreciation rights, equity based performance units, “phantom” equity rights or other contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, equity price performance or other attribute of the Company or its business or assets or calculated in accordance therewith (other than payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby, in each case in the ordinary course of business).

Shares in the Company. 3.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid. 3.2 No shares in the capital of the Company have been issued, nor has any transfer of shares been registered, otherwise than in accordance with the articles of association of the Company, in force at the relevant time. 3.3 The Sellers are the legal and beneficial owners of the Sale Shares and are entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 3.4 There are no outstanding rights to call for the creation, allotment, issue, transfer or conversion at any time of any share or loan capital of the Company (or any rights or interests therein).