DOCUMENTS OF THE SELLER; OR
(B)
ANY AGREEMENT OR INSTRUMENT TO WHICH THE SELLER OR THE
COMPANY IS A PARTY OR BY WHICH IT IS BOUND; OR
(C)
ANY ORDER, JUDGMENT, DECREE, RESOLUTION, LAW OR OTHER
RESTRICTION APPLICABLE TO THE SELLER OR THE COMPANY.
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3.
QUOTA OF THE COMPANY
3.1
THE SELLER HAS FULL LEGAL AND BENEFICIAL TITLE TO THE QUOTA FREE
AND CLEAR OF ALL ENCUMBRANCES. THE QUOTA CONSTITUTES THE WHOLE OF THE REGISTERED
CAPITAL OF THE COMPANY AND IS FULLY PAID UP.
3.2
THERE IS NO RIGHT, NOR HAS ANY COMMITMENT BEEN GIVEN, TO REQUIRE
THE COMPANY TO ISSUE ANY NEW CAPITAL TO ANY THIRD PARTY, INCLUDING WITHOUT
LIMITATION OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CONVERTIBLE SECURITIES,
AGREEMENTS OR RIGHTS TO PURCHASE, SUBSCRIBE OR OTHERWISE ACQUIRE FROM ANY SELLER
OR ANY AFFILIATE ANY EQUITY INTERESTS OF, OR ANY SECURITIES CONVERTIBLE INTO
EQUITY OF THE COMPANY.
3.3
THE COMPANY IS THE SOLE LEGAL AND BENEFICIAL OWNER OF ITS 25%
(TWENTY FIVE PER CENT.) HOLDING IN THE MINORITY SUBSIDIARY.
3.4
SAVE FOR THE MINORITY SUBSIDIARY, THE COMPANY DOES NOT HOLD OR
BENEFICIALLY OWN, AND HAS NOT AGREED TO ACQUIRE, ANY SECURITIES OF ANY
CORPORATION.
3.5
SAVE AS DISCLOSED, THE COMPANY 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).
3.6
AS OF CLOSING, (I) SELLER WILL CONVEY TO BUYER AND BUYER WILL
ACQUIRE GOOD AND VALID TITLE TO THE QUOTA FREE AND CLEAR OF ANY ENCUMBRANCES AND
(II) BUYER SHALL BE ENTITLED TO ALL OF THE RIGHTS ATTACHED TO OR ARISING FROM
THE QUOTA SO ACQUIRED.
3.7
THE COMPANY HAS A REGISTERED CAPITAL OF 3,070,000 HUF (THREE
MILLION AND SEVENTY THOUSAND HUNGARIAN FORINT). THE QUOTA OF THE COMPANY HAS
BEEN VALIDLY ISSUED, IS FULLY PAID-UP, AND WAS NOT ISSUED IN VIOLATION OF THE
TERMS OF ANY AGREEMENT BINDING UPON THE COMPANY OR ANY APPLICABLE THE LAWS.
THERE IS NO CONTRACTUAL OBLIGATION RELATING TO THE QUOTA BETWEEN THE SELLER AND
A THIRD PARTY UNDER WHICH IT IS REQUIRED TO MAKE ANY ADDITIONAL PAYMENTS AND/OR
CONTRIBUTIONS TO THE CAPITAL OF THE COMPANY.
4.
CONSTITUTIONAL AND CORPORATE DOCUMENTS
4.1
THE COPIES OF THE CONSTITUTIONAL AND CORPORATE DOCUMENTS OF THE
COMPANY (INCLUDING THE ARTICLES OF ASSOCIATION) DISCLOSED TO THE BUYER ARE IN
ALL MATERIAL RESPECTS TRUE, ACCURATE AND COMPLETE AND COPIES OF ALL THE
RESOLUTIONS AND AGREEMENTS REQUIRED TO BE ANNEXED TO OR INCORPORATED IN THOSE
DOCUMENTS BY APPLICABLE THE LAWS ARE ANNEXED OR INCORPORATED.
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4.2
ALL STATUTORY BOOKS AND REGISTERS OF THE COMPANY HAVE BEEN
PROPERLY KEPT AND NO NOTICE OR ALLEGATION THAT ANY OF THEM IS INCORRECT OR
SHOULD BE RECTIFIED HAS BEEN RECEIVED (IN WRITING) BY THE COMPANY.
4.3
ALL RETURNS, PARTICULARS, RESOLUTIONS AND OTHER DOCUMENTS WHICH
THE COMPANY IS REQUIRED BY APPLICABLE THE LAWS TO FILE WITH OR DELIVER TO ANY
GOVERNMENTAL AUTHORITY HAVE BEEN CORRECTLY MADE UP IN ALL MATERIAL RESPECTS AND
FILED WITH OR DELIVERED TO SUCH GOVERNMENTAL AUTHORITY.