ISSUER’S GROUP Sample Clauses

ISSUER’S GROUP. 2.1 The Issuer is a public company limited by shares. 2.2 As at the date of this Agreement, the Issuer’s entire issued share capital comprises 177,432,255 Ordinary Shares, before the issue of the Subscription Shares. 2.3 At the date of this Agreement and at Completion: (A) the Subscription Shares will on issue be credited as fully paid (subject to receipt of payment thereon) free from any and all pre-emptive rights, options, rights to acquire, mortgages, charges, pledges, liens or other form of security or encumbrance or equity on, over or affecting them and will have the same rights as, and rank pari passu in all respects with, the existing Ordinary Shares of the Issuer and will rank in full for all dividends and other distributions declared, made or paid on the Subscription Shares after the date of issue; (B) the issue of the Subscription Shares will comply with all agreements to which the Issuer is a party or by which it or any of its properties or assets is bound and will not infringe any restrictions or the terms of any contract, obligation or commitment of the Issuer; (C) at Completion the Issuer and its directors will have power to allot and issue the Subscription Shares in the manner contemplated by this Agreement without any sanction or consent by members of the Issuer or any class of them and there will be no consents or approvals required by the Issuer for the allotment and issue of the Subscription Shares which have not been irrevocably and unconditionally obtained; (D) the allotment of the Subscription Shares will comply with the Companies Act, the Financial Services and Markets ▇▇▇ ▇▇▇▇ (as amended) and the AIM Rules, the City Code and all other relevant laws and regulations of the United Kingdom; 2.4 The issued shares in Lipoxen Technologies Ltd have been issued in proper legal form and are fully paid or credited as fully paid. 2.5 The issued shares in Lipoxen Technologies Ltd are legally and beneficially owned by the Issuer free from all Encumbrances.