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 each Applicable Prospectus under the caption “Consolidated Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Applicable Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Offered Shares) conform in all material respects to the description thereof contained in each Applicable Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable U.S. and Canadian 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 created by law or 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 shares of the Company or any of its Subsidiaries other than those accurately described in each Applicable Prospectus. The description 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 each Applicable Prospectus accurately and fairly 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 each Applicable the Prospectus under the caption “Consolidated Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Applicable the Prospectus or upon the exercise of outstanding options or warrants options, if any, described in each Applicable the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in each Applicable the Prospectus. As of the date hereof, there are 16,176,877 Common Shares issued and outstanding, 16,166,877 of which are owned by the Selling Shareholder. All of the issued and outstanding Common Shares (including the Common Shares owned by the Selling Shareholder) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable U.S. federal and Canadian state securities lawslaws and Bermuda law. None of the outstanding Common 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 created by law or 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 shares share capital of the Company or any of its the Subsidiaries other than those accurately described in each Applicable the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangementsequity incentive plan, and the options or other rights granted thereunder, set forth in each Applicable the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangementsplan, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in each Applicable the Registration Statement and the Prospectus under the caption “Consolidated Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Applicable the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in each Applicable the Registration Statement and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in each Applicable the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable U.S. foreign, federal and Canadian state securities laws, as applicable. None of the outstanding Common 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 created by law or 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 shares share capital of the Company or any of its Subsidiaries subsidiaries other than those accurately described in each Applicable the Registration Statement and the Prospectus. The description 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 each Applicable the Registration Statement and the Prospectus accurately and fairly presents, 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, authorized and issued and outstanding share capital of the Company is as set forth in each Applicable Prospectus under the caption “Consolidated Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Applicable the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including All of the Offered Shares) ADSs and the Underlying Shares conform in all material respects to the description thereof contained in each Applicable the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly and validly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable U.S. and Canadian securities lawsnot subject to further assessment. None of the outstanding issued 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 created by law or 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 shares share capital or capital stock of the Company or any of its Subsidiaries subsidiaries other than those accurately described in each Applicable Prospectus. The description 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 each Applicable Prospectus accurately and fairly presents, 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 each Applicable the Registration Statement and the Prospectus under the caption “Consolidated CapitalizationDescription of Share Capital and Articles of Association” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Applicable Prospectus or the Prospectus, upon the exercise of outstanding options or warrants or such other equity issuances as described in each Applicable the Registration Statement and the Prospectus). The Ordinary Shares (including the Offered Shares) conform in all material respects to the description thereof contained in each Applicable the Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable (meaning that the holder of such Shares shall not be liable, solely because of its shareholder status, for additional payments to the Company or the Company’s creditors) and have been issued in compliance with the laws of the Grand Duchy of Luxembourg and, to the extent applicable, with all applicable U.S. federal and Canadian state 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 created by law or 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 shares share capital of the Company or any of its Subsidiaries subsidiaries other than those accurately described in each Applicable the Registration Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock equity plans or arrangements, and the options or other rights granted thereunder, set forth in each Applicable the Registration Statement and the Prospectus accurately and fairly presents, 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 each Applicable the Prospectus under the caption “Consolidated Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Applicable the Prospectus or upon the exercise of outstanding options or warrants options, if any, described in each Applicable the Prospectus). The Shares All the shares of Common Stock (including the Offered Shares) conform in all material respects to the description thereof contained in each Applicable the Prospectus. As of the date hereof, there are 13,500,000 shares of Common Stock issued and outstanding, all of which are owned by the Selling Shareholder. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable U.S. federal and Canadian state securities lawslaws and Xxxxxxxx Islands law. None of the outstanding Shares shares of Common Stock 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 created by law or 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 shares share capital of the Company or any of its the Subsidiaries other than those accurately described in each Applicable the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangementsequity incentive plan, and the options or other rights granted thereunder, set forth in each Applicable the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangementsplan, options and rights.