Share Capital. The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.
Share Capital. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:
Share Capital. No Obligor shall (and the Borrower shall ensure no member of the Group will) issue any shares except pursuant to a Permitted Share Issue.
Share Capital. No Obligor shall (and the Parent shall ensure no member of the Group will) issue any shares except pursuant to:
Share Capital. There are no securities or instruments containing anti-dilution of similar provision that will be triggered by the issuance of shares of Common Stock pursuant to this Agreement. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement and there is no dispute as to the class of any shares of the Company.
Share Capital. Each Obligor (other than UPC Broadband Holdco) will not, and will procure that no member of the Borrower Group (other than in respect of such other members of the Borrower Group in order to permit a solvent reorganisation permitted under Clause 16.11(b)(iii) (Acquisitions and mergers)) will, reduce its capital or purchase or redeem any class of its shares or any other ownership interest in it, except to the extent the same constitutes a Permitted Payment or in the case of members of the Borrower Group other than the Obligors, is otherwise permitted by Clause 16.13 (Restricted Payments) or is in connection with the Romania Restructuring.
Share Capital. The authorized share capital of the Company as of the date hereof and as of the Closing is as set forth in the Existing Articles, and the issued and outstanding share capital of the Company, on a fully diluted as converted basis as of the date hereof and as of the Closing, is set forth in Schedule 5.4. The issued and outstanding shares of the Company were duly and validly authorized and issued, fully paid and non-assessable, and offered and issued in compliance with the provisions of the Company’s Articles of Association as in effect at the time of each such issuance and in compliance with all applicable corporate and securities laws. Other than as set forth in this Agreement or in Schedule 5.4, and except for (i) the conversion privileges of the Conversion Shares pursuant to the Articles; (ii) the preemptive rights and bring-along provisions under applicable law or in the Articles; (iii) Ordinary Shares reserved for issuance upon conversion of the Conversion Shares pursuant to the Articles, there are no outstanding share capital, options, warrants, rights (including conversion, preemptive rights, rights of first refusal or similar rights) or agreements for the purchase from the Company of any of its share capital, or any securities convertible into or exchangeable for shares of the Company (whether now or hereinafter authorized or issued), or that could require the Company or a shareholder of the Company to issue, sell, transfer or otherwise cause to be outstanding any of the Company’s share capital or securities convertible or exercisable into shares thereof.
Share Capital. (a) Except as provided in paragraph (b) below, no member of the Group may:
Share Capital. No Borrower shall:
Share Capital. Issue any Equity Securities, except to the Parent.