Common use of Board Resolution and Registration of Capital Increase Clause in Contracts

Board Resolution and Registration of Capital Increase. Provided the Company has received the applicable written confirmation of payment of the applicable Capital Increase Amount in accordance with Section (2)(c)(i), the applicable subscription form in accordance with Section 2(f), and the applicable confirmation of the deposit of the applicable Purchase Amount Balance in accordance with Section 2(c)(ii), then, no later than 9:00 a.m. (CEST) on the applicable Closing Date, the Board (or a committee or a Board member duly authorized by the Board) shall: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of all of the Purchase Shares relating to such purchase(s) subscribed for pursuant to Section 2(f) (each such resolution, a “Capital Increase”), (ii) adopt a report on such Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law, (iii) resolve on such Capital Increase and making all amendments to the articles of association of the Company necessary in connection with such Capital Increase (Feststellungs- und Statutenänderungsbeschluss), and (iv) promptly thereafter, and not later than 11:00 a.m. (CEST) on the applicable Closing Date, file the documents necessary for the registration of such Capital Increase with the Commercial Register of the Canton of Zug. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Capital Increase Account pursuant to this Section 2(g) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Capital Increase. Provided the Company has received the applicable written confirmation of payment the deposit of each of the applicable Capital Increase Amount and the Purchase Price Balance in accordance with Section (2)(c)(i2)(e)(ii), and the applicable original duly signed subscription form for the Purchase Shares in accordance with Section 2(f), and the applicable confirmation of the deposit of the applicable Purchase Amount Balance in accordance with Section 2(c)(ii2(e)(i), then, no later than 9:00 8:30 a.m. (CEST) on the applicable Business Day immediately preceding the Closing Date, or such other time and date as agreed between the Company and the Investor, the Board (or a committee or a Board member duly authorized by the Board) shall: will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of all of the Purchase Shares relating to such purchase(s) subscribed for pursuant to Section 2(f2(e)(i) (each such resolution, a the “Capital Increase”), ; (ii) adopt a report on such the Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law, ; (iii) resolve on such the Capital Increase and making all amendments to the articles of association of the Company necessary in connection with such the Capital Increase (Feststellungs- und Statutenänderungsbeschluss), and ; and (iv) promptly thereafter, and not later than 11:00 10:30 a.m. (CEST) on the applicable Business Day immediately preceding the Closing Date, file the documents necessary for the registration of such the Capital Increase with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is properly terminated pursuant to and in accordance with Section 11 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of Zug, (A) the Company undertakes not to resolve on the Capital Increase (if it has not already done so) or not to file the relevant resolutions with the Commercial Register of the Canton of Zug, and (B) the Company shall (1) cause the Capital Increase Bank to release the Capital Increase Amount in full to the Investor as soon as practicable, and in no event later than the third (3rd) Business Day immediately following termination of this Agreement pursuant to and in accordance with Section 11, and the Investor understands that the Capital Increase Bank may require confirmation, including from the Investor, to release the Capital Increase Amount and the Investor agrees to deliver such confirmation, and (2) cause the General Account Bank to release the Purchase Price Balance in full to the Investor as soon as practicable, and in no event later than the third (3rd) Business Day immediately following termination of this Agreement pursuant to and in accordance with Section 11. Any fees payable to the Capital Increase Bank and/or the General Account Bank for any transfer of the funds deposited in the Capital Increase Account or General Account, respectively, pursuant to this Section 2(g) 2 shall be payable immediately and paid by the Company directly to the Capital Increase Bank by or the CompanyGeneral Account Bank, as applicable, prior to the time that the applicable funds deposited therewith are required to be released to the Investor under this Section 2(f).

Board Resolution and Registration of Capital Increase. Provided the Company has received the applicable written confirmation of payment the deposit of each of the applicable Capital Increase Amount and the Purchase Price Balance in accordance with Section (2)(c)(i2)(e)(ii), and the applicable original duly signed subscription form for the Purchase Shares in accordance with Section 2(f), and the applicable confirmation of the deposit of the applicable Purchase Amount Balance in accordance with Section 2(c)(ii2(e)(i), then, no later than 9:00 8:30 a.m. (CEST) on the applicable Business Day immediately preceding the Closing Date, or such other time and date as agreed between the Company and the Investor, the Board (or a committee or a Board member duly authorized by the Board) shall: will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of all of the Purchase Shares relating to such purchase(s) subscribed for pursuant to Section 2(f2(e)(i) (each such resolution, a the “Capital Increase”), ; (ii) adopt a report on such the Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law, ; (iii) resolve on such the Capital Increase and making all amendments to the articles of association of the Company necessary in connection with such the Capital Increase (Feststellungs- und Statutenänderungsbeschluss), and ; and (iv) promptly thereafter, and not later than 11:00 10:30 a.m. (CEST) on the applicable Business Day immediately preceding the Closing Date, file the documents necessary for the registration of such the Capital Increase with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is properly terminated pursuant to and in accordance with Section 11 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of Zug, (A) the Company undertakes not to resolve on the Capital Increase (if it has not already done so) or not to file the relevant resolutions with the Commercial Register of the Canton of Zug, and (B) the Company shall (1) cause the Capital Increase Bank to release the Capital Increase Amount in full to the Investor as soon as practicable, and in no event later than the third (3rd) Business Day immediately following termination of this Agreement pursuant to and in accordance with Section 11, and the Investor understands that the Capital Increase Bank may require confirmation, including from the Investor, to release the Capital Increase Amount and the Investor agrees to deliver such confirmation, and (2) cause the General Account Bank to release the Purchase Price Balance in full to the Investor as soon as practicable, and in no event later than the third (3rd) Business Day immediately following termination of this Agreement pursuant to and in accordance with Section 11. Any fees payable to the Capital Increase Bank and/or the General Account Bank for any transfer of the funds deposited in the Capital Increase Account or General Account, respectively, pursuant to this Section 2(g) 2 shall be payable immediately and paid by the Company directly to the Capital Increase Bank by or the CompanyGeneral Account Bank, as applicable, prior to the time that the applicable funds deposited therewith are required to be released to the Investor under this Section 2(f).

Board Resolution and Registration of Capital Increase. Provided Upon receipt of the documents referred to in Section 3(b) and before 2:00 p.m. New York time on the second last business day immediately preceding the First Closing Date, or such other time and date as agreed between the Company has received the applicable written confirmation of payment of the applicable Capital Increase Amount in accordance with Section (2)(c)(i), the applicable subscription form in accordance with Section 2(f), and the applicable confirmation of the deposit of the applicable Purchase Amount Balance in accordance with Section 2(c)(ii), then, no later than 9:00 a.m. (CEST) on the applicable Closing DateRepresentatives, the Board (or a committee or a Board member duly authorized by the Board) shall: will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of all of the Purchase Shares relating to such purchase(s) subscribed for pursuant to Section 2(f) (each such resolution, a “Capital Increase”), (ii) adopt a report on such the issuance of the Offered Shares (the “Capital Increase Increase”) (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law, ; (iiiii) resolve on such the Capital Increase and making make all amendments to the articles of association of the Company necessary in connection with such the Capital Increase (Feststellungs- und Statutenänderungsbeschluss), and ; and (iviii) promptly thereafter, and not but no later than 11:00 3:00 a.m. (CEST) New York time on the applicable last business day immediately preceding the First Closing Date, file the documents necessary for the registration of such the Capital Increase with the Commercial Register of the Canton of Zug. Any fees payable Vaud; provided, however, that if this Agreement is terminated prior to the Company filing the relevant documentation with the Commercial Register of the Canton of Vaud for registration of the Capital Increase, (A) the Company undertakes not to resolve on the Capital Increase (if it has not already done so) and not to file the relevant resolutions with the Commercial Register of the Canton of Vaud, and (B) the Company shall immediately cause the Capital Increase Bank for any transfer of the funds deposited in to release the Capital Increase Account pursuant Amount in full to this Section 2(g) shall be payable immediately the Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and directly to the Underwriters understand that the Capital Increase Bank by may require confirmation, including from the CompanyUnderwriters, to release the Capital Increase Amount and the Underwriters agree to deliver such confirmation.