Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants or rights, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus). The attributes of the Shares are consistent in all material respects to the description thereof contained in the General Disclosure Package. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, with all U.S. and Canadian federal, state, provincial and local securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued issued, and outstanding share capital shares of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants or rights, plans described in each case as described in of the Registration Statement, the General Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The attributes of Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Shares are consistent Offered Securities will conform, in all material respects to the description thereof contained in each of the General Disclosure PackagePackage and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, compliance with all U.S. and Canadian federal, state, provincial and local securities applicable laws. None of the outstanding Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital shares of the Company other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly present in all material respects the information required to be shown Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to such plansthe Company’s Ordinary Shares to which the Company is a party or, arrangementsto the knowledge of the Company, options and rightsbetween or among any of the Company’s shareholders.

Capitalization and Other Share Capital Matters. The authorized, authorized and issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants options or rightswarrants, in each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus). The attributes share capital of the Shares are consistent Company conforms in all material respects to the description thereof contained in the General Disclosure PackageTime of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance, in all material respects, compliance with all U.S. and Canadian Dutch or United States federal, state, provincial state and local securities laws. None of the outstanding Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus share option and other stock share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Statement and the Prospectus in all material respects (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants options or rightswarrants, in each case as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus). The attributes share capital of the Shares are consistent Company, including the Shares, conforms in all material respects to the each description thereof contained in the General Disclosure PackageProspectus. All of the issued Ordinary Shares and issued and outstanding Shares ADSs have been duly authorized and validly issued, are fully paid and non-assessable will not be subject to any call for the payment of further capital and have been issued in compliance, in all material respects, compliance with all U.S. and Canadian federal, state, provincial and local applicable securities laws. None of the issued Ordinary Shares or issued and outstanding Shares was ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conform to the corporate law of the jurisdiction of England and Wales and to any requirements of the Company’s articles of association. There are no authorized or outstanding options, warrants, preemptive rights, (other than pre-emption rights provided for under the CA 2006), rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the General Disclosure Package Statement and the Prospectus. The descriptions of the Company’s stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Statement and the Prospectus accurately and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights. The ADRs evidencing the Shares are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in each Applicable Prospectus under the Registration Statement, the General Disclosure Package captions “Consolidated Capitalization” and the Prospectus “Description of Share Capital” (other than for subsequent issuances, if any, pursuant to employee benefit plans, the Company’s Equity Compensation Plans (as defined below) described in each Applicable Prospectus or upon the exercise of outstanding options, options or warrants or rights, described in each case as described in Applicable Prospectus under the Registration Statement, the General Disclosure Package and the Prospectuscaption “Option Plan”). The attributes of Treasury Shares (including the Shares are consistent Additional Shares) conform in all material respects to the description thereof contained in the General Disclosure Packageeach Applicable Prospectus. All of the issued and outstanding Treasury Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, compliance with all U.S. applicable United States and Canadian federal, state, provincial and local securities lawsSecurities Laws. None of the outstanding Shares was common shares of the Company were issued in violation of any preemptive pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. There are no The Treasury Shares and Additional Shares have been duly authorized or outstanding optionsfor issuance and sale pursuant to this Agreement and, warrantswhen issued and delivered by the Company as provided herein, preemptive will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to purchase, subscribe for or equity purchase the Offered Shares created by law or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Registration Statement, the General Disclosure Package and the ProspectusCompany. The descriptions Treasury Shares and Additional Shares, when issued and delivered against payment therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s stock option, stock bonus and other stock plans articles or arrangements, and the options bylaws or any agreement or other rights granted thereunder, set forth in instrument to which the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsCompany is a party.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants options or rightswarrants, in each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus). The attributes of Shares and the Warrants (including the Offered Shares are consistent and the Offered Warrants) conform in all material respects to the description thereof contained in the General Disclosure PackageTime of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, with all U.S. and Canadian federal, state, provincial and local securities lawsnot subject to calls for any additional payments (nonassessable). None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital shares of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants or rights, plans described in each case as described in of the Registration Statement, the General Disclosure Package and the Prospectus or upon exercise of outstanding options described in the Disclosure Package and Prospectus, as the case may be). The attributes of Ordinary Share conforms, and, when issued and delivered as provided in this Agreement, the Shares are consistent Offered Securities will conform, in all material respects to the description thereof contained in each of the General Disclosure PackagePackage and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, compliance with all U.S. and Canadian federal, state, provincial and local securities applicable laws. None of the outstanding Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital shares of the Company other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The descriptions No further approval from Cboe BZX Exchange (“Cboe”) or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, Offered Securities. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly present in all material respects the information required to be shown Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to such plansthe Company’s Ordinary Shares to which the Company is a party or, arrangementsto the knowledge of the Company, options and rightsbetween or among any of the Company’s shareholders.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants options or rightswarrants, in each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus). The attributes of Shares (including the Shares are consistent Offered Shares) conform in all material respects to the description thereof contained in the General Disclosure PackageTime of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance, in all material respects, compliance with all U.S. federal and Canadian federal, state, provincial and local state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants or rights, in each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus). The attributes of the Shares (including the Offered Shares) are consistent in all material respects to the description thereof contained in the General Disclosure PackageTime of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, with all U.S. and Canadian federal, state, provincial and local securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly present presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Description of Share Capital” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants options or rightswarrants, in each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus). The attributes of Shares (including the Shares are consistent Offered Shares) conform in all material respects to the description thereof contained in the General Disclosure PackageTime of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance, in all material respects, compliance with all U.S. federal and Canadian federal, state, provincial and local state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options, warrants or rights, in each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus). The attributes of the Shares (including the Offered Shares) are consistent in all material respects to the description thereof contained in the General Disclosure PackageTime of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, with all U.S. and Canadian federal, state, provincial and local securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.