Common use of Authorization of the Shares Clause in Contracts

Authorization of the Shares. The Shares have been duly authorized by the Company and, when issued and delivered by the Company pursuant to this Agreement or any of the Other Agreements against payment of the consideration contemplated herein or therein, will be validly issued, fully paid and non-assessable; no holder of the Shares will be subject to personal liability in respect of liabilities of the Company solely by reason of being a holder of the Shares; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option or other director or employee benefit plans), and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement or the Other Agreements. Except as disclosed in the Registration Statement and the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Restated Articles of Incorporation or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No person or entity has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the 1933 Act, any shares of Common Stock upon the filing of the Registration Statement or the issuance or sale of the Shares hereunder. Immediately after any sale of Shares by the Company under this Agreement and the Other Agreements, the aggregate number of Shares that have been issued and sold by the Company hereunder and thereunder will not exceed the aggregate amount of Common Stock (A) registered and available under the Registration Statement or (B) that shall be authorized by the PUC Orders from time to time.

Authorization of the Shares. The Initial Commitment Shares have been duly authorized by the Company andto be issued under this Agreement will be, when issued and delivered by the Company pursuant to this Agreement or any of the Other Agreements against payment of the consideration contemplated herein or thereinand when paid for as provided herein, will be validly issued, fully paid and non-assessable; no holder assessable (meaning that the holders of the Ordinary Shares will not by reason of merely being such a holder, be subject to personal liability in respect of liabilities of assessment or calls by the Company solely by reason of being a holder of the or its creditors for further payment on such Ordinary Shares; ) and any preemptive rights with respect to the issuance of the Initial Commitment Shares will have been validly excluded. The Advance Shares to be issued by the Company and purchased under this Agreement by the Investor pursuant to an Advance Notice, will be, when issued and delivered and when paid for (or when such payment is deemed to have been made) as provided herein, duly and validly issued and fully paid and nonassessable (meaning that a holder of Ordinary Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Shares), any preemptive with respect to the issuance of the Advance Shares will have been validly excluded, and those Advance Shares will, upon the issuance by the Company thereof, be issued free and clear of any pledge, lien, encumbrance, security interest or other similar rights of claim, including any securityholder of the Company. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, conversion statutory or contractual preemptive rights, subscription resale rights, rights of first refusal or other similar rights created by the Company, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof set forth in or agreements incorporated into the Prospectus. The designation of any nature outstanding the board of directors of the Company as the corporate body, for a period of five years after 19 October 2023 to resolve (a) to issue Ordinary Shares and/or to grant rights to subscribe for or Ordinary Shares up to purchase any shares of Common Stock of the Company binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option or other director or employee benefit plans), and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares authorised share capital as described included in this Agreement or the Other Agreements. Except as disclosed in the Registration Statement and the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Restated Articles articles of Incorporation or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No person or entity has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the 1933 Act, any shares of Common Stock upon the filing of the Registration Statement or the issuance or sale of the Shares hereunder. Immediately after any sale of Shares by the Company under this Agreement and the Other Agreements, the aggregate number of Shares that have been issued and sold by the Company hereunder and thereunder will not exceed the aggregate amount of Common Stock (A) registered and available under the Registration Statement or (B) that shall be authorized by the PUC Orders association from time to time; and (b) to limit and/or exclude pre-emption rights in relation to an issuance of, or a granting of rights to subscribe for, Ordinary Shares as referred to under paragraph (a), has been duly and validly adopted and has not been amended, modified, cancelled, revoked or in any other manner affected and neither the Company nor the Company’s board of directors will take any action to amend, modify, cancel, revoke or in any other manner affect such authorization until termination of this Agreement in accordance with its terms. So long as any of the Promissory Notes remain outstanding, the Company shall have reserved from its authorized share capital (maatschappelijk kapitaal) and the board of directors of the Company shall have such authority to issue (and exclude any pre-emption rights in relation thereto) the maximum number of Ordinary Shares issuable upon conversion of such Promissory Notes (assuming for purposes hereof that (x) such Promissory Notes are convertible at the Floor Price (as defined in the Promissory Notes) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Notes set forth therein.

Authorization of the Shares. The Company Shares have been duly authorized by the Company and, when issued for issuance and delivered sale by the Company pursuant to this Agreement and, if and when Company Shares are issued and delivered by the Company upon payment and delivery in accordance with the terms of this Agreement at the Closing Date or any of the Other Agreements against payment of the consideration contemplated herein or thereinSubsequent Closing Date, such Company Shares will be validly issued, fully paid and non-assessable; no holder of the Shares will be subject to personal liability in respect of liabilities of the Company solely by reason of being a holder of the Shares; , and the issuance of the such Company Shares is not and will not be subject to the any preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, rights of first refusal or other similar rights or agreements of any nature outstanding to subscribe for or to purchase any such Company Shares. A total of 11,500,000 authorized and unissued shares of Common Stock has been duly authorized and reserved by the Company for issuance under the Forward Sale Agreements and, when any such shares of Common Stock are issued and delivered by the Company to the applicable Forward Purchaser pursuant to the applicable Forward Sale Agreement against payment of the Company binding on consideration, if any, required to be paid by such Forward Purchaser pursuant to the terms of such Forward Sale Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable, and the issuance thereof is not and will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase such shares. The issuance, sale and delivery by the Company (except pursuant of Confirmation Shares to dividend reinvestment, stock purchase any Forward Purchaser in settlement of all or ownership, stock option or other director or employee benefit plans), and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement or the Other Agreements. Except as disclosed in the Registration Statement and the Prospectus, there are no restrictions upon the voting or transfer of any shares a portion of the Company’s Common Stock pursuant to obligations under the Company’s Restated Articles applicable Forward Sale Agreement in accordance with the terms thereof and delivery by such Forward Purchaser of Incorporation or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require such Confirmation Shares, during the Company to repurchase or otherwise acquire term of and at any shares settlement of its Common Stock. No person or entity has the right, contractual or otherwisesuch Forward Sale Agreement, to cause the Company to issue to it, or to register pursuant to the 1933 Act, any shares close out open borrowings of Common Stock upon created in the filing course of the Registration Statement hedging activities by such Forward Purchaser or the issuance or sale any of the Shares hereunder. Immediately after any sale of Shares by the Company its affiliates relating to such Forward Purchaser’s exposure under this Agreement such Forward Sale Agreement, do not and the Other Agreements, the aggregate number of Shares that have been issued and sold by the Company hereunder and thereunder will not exceed the aggregate amount of Common Stock (A) registered and available require registration under the Registration Statement or (B) that shall be authorized by the PUC Orders from time to timeSecurities Act.

Authorization of the Shares. The unissued Ordinary Shares represented by ADSs to be deposited by the Company with the Depositary or its designated custodian have been duly and validly authorized. When the ADSs representing such deposited Ordinary Shares have been duly authorized by the Company and, when issued and delivered by the Company pursuant to this Agreement or any of the Other Agreements against payment of therefor as provided herein, the consideration contemplated herein or thereinOrdinary Shares, when so deposited and the ADSs, when so issued and sold, will be duly and validly issued, fully paid and non-assessable; no holder . Upon payment for and delivery of the Ordinary Shares and ADSs pursuant to this Agreement, the Underwriters, or other persons in whose names Ordinary Shares or ADSs are registered (including the Depositary or its nominee) will be subject acquire good and valid title to personal liability such Ordinary Shares or ADSs, in respect each case free and clear of liabilities all liens, encumbrances, equities, preemptive rights and other claims. The ADSs and the Ordinary Shares represented by such ADSs will conform in all material respects to the description thereof contained in the Prospectus. No further approval or authority of the shareholders or the Board of Directors of the Company solely by reason of being a holder will be required for the issuance and sale of the SharesADSs or the issuance and deposit of the Ordinary Shares as contemplated herein and in the Deposit Agreement. Upon the due and valid issuance by the Depositary of ADRs evidencing ADSs against deposit of Ordinary Shares in respect thereof and against payment therefor in accordance with the provisions hereof and of the Deposit Agreement, the persons in whose names the ADRs are registered will be entitled to the rights specified in the ADRs and in the Deposit Agreement; and the issuance of the Shares is not subject Deposit Agreement conforms in all material respects to the preemptive or other similar rights of any securityholder of the Company. Except as disclosed description thereof contained in the Registration Statement and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option or other director or employee benefit plans), and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement or the Other Agreements. Except as disclosed in the Registration Statement and the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Restated Articles of Incorporation or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No person or entity has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the 1933 Act, any shares of Common Stock upon the filing of the Registration Statement or the issuance or sale of the Shares hereunder. Immediately after any sale of Shares by the Company under this Agreement and the Other Agreements, the aggregate number of Shares that have been issued and sold by the Company hereunder and thereunder will not exceed the aggregate amount of Common Stock (A) registered and available under the Registration Statement or (B) that shall be authorized by the PUC Orders from time to time.

Authorization of the Shares. The Shares to be issued and sold by the Company through the Agents under this Agreement and to the Agents under any Terms Agreement have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, if applicable, such Terms Agreement and, when issued and delivered by the Company pursuant to upon payment and delivery in accordance with this Agreement or any of the Other Agreements against payment of the consideration contemplated herein or thereinand, if applicable, such Terms Agreement, will be validly issued, fully paid and non-assessable; no holder of the Shares will be subject to personal liability in respect of liabilities of the Company solely by reason of being a holder of the Shares; and the nonassessable. The issuance of the Shares is not subject to the any preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, rights of first refusal or other similar rights or agreements of any nature outstanding to subscribe for or to purchase any the Shares. Any shares of Common Stock of to be delivered by the Company binding on the Company (except pursuant to dividend reinvestment, stock purchase in settlement of all or ownership, stock option or other director or employee benefit plans), and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement or the Other Agreements. Except as disclosed in the Registration Statement and the Prospectus, there are no restrictions upon the voting or transfer of any shares portion of the Company’s Common Stock obligations under any Confirmation (the “Confirmation Shares”) have been duly authorized for issuance and sale to the applicable Forward Purchaser or any of its affiliates pursuant to such Confirmation and, when issued and delivered by the Company in accordance with such Confirmation upon payment of any consideration required by such Confirmation, will be validly issued, fully paid and nonassessable. The issuance of Confirmation Shares is not subject to any preemptive rights, right of first refusal or other similar rights to subscribe for or purchase Confirmation Shares. The issuance, sale and/or delivery by the Company of Confirmation Shares to a Forward Purchaser or any of its affiliates in settlement of all or a portion of the Company’s Restated Articles of Incorporation obligations under any Confirmation in accordance with the terms thereof and the delivery by such Forward Purchaser or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No person or entity has affiliates of such Confirmation Shares, during the right, contractual or otherwiseterm of and at any settlement of such Confirmation, to cause the Company to issue to it, or to register pursuant to the 1933 Act, any shares close out open borrowings of Common Stock upon created in the filing course of the Registration Statement hedging activities by such Forward Purchaser or the issuance or sale any of the Shares hereunder. Immediately after any sale of Shares by the Company its affiliates relating to such Forward Purchaser’s exposure under this Agreement such Confirmation do not and the Other Agreements, the aggregate number of Shares that have been issued and sold by the Company hereunder and thereunder will not exceed the aggregate amount of Common Stock (A) registered and available require registration under the Registration Statement or (B) that shall be authorized by the PUC Orders from time to timeSecurities Act.

Authorization of the Shares. The Shares have been or will be duly authorized by the Company and, when issued for issuance and delivered by the Company for sale pursuant to this Agreement or any and, if and when issued and paid for pursuant to the Company’s articles of the Other Agreements against payment of the consideration contemplated herein or thereinassociation, will be validly issuedissued in compliance with Swiss law, fully paid and non-assessable; no holder assessable and will conform in all material respects to the description thereof contained in the Prospectus. The issuance and sale of the Shares will as contemplated hereby shall not be subject to personal liability in respect of liabilities of the Company solely by reason of being a holder of the Shares; and the issuance of the Shares is not subject to the any preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, rights of first refusal or other similar rights or agreements of any nature outstanding to subscribe for or to purchase any shares the Shares, and the statutory preemptive rights of Common Stock the existing shareholders of the Company binding on the Company (except pursuant with respect to dividend reinvestment, stock purchase or ownership, stock option or other director or employee benefit plans), and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in has been or will have been validly set aside. When delivered by the Company against payment therefor pursuant to this Agreement and, if acquired off-exchange, upon request for entry in the Company’s share register, the purchasers of the Shares will acquire good, marketable and valid title to such Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. The issuance and sale of the Other AgreementsShares as contemplated hereby will not cause any holder of any shares, securities convertible into or exchangeable or exercisable for shares or options, warrants or other rights to purchase shares or any other securities of the Company to have any right to acquire any preferred shares of the Company. Except as otherwise disclosed in the Registration Statement and or the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Ordinary Shares under the Company’s Common Stock pursuant articles of association or any agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Company’s Restated Articles of Incorporation or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No person or entity has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the 1933 Act, any shares of Common Stock upon the filing of the Registration Statement or the issuance or sale of the Shares hereunder. Immediately after any sale of Shares by the Company under this Agreement and the Other Agreements, the aggregate number of Shares that have been issued and sold by the Company hereunder and thereunder will not exceed the aggregate amount of Common Stock (A) registered and available under the Registration Statement or (B) that shall be authorized by the PUC Orders from time to timeStatement.