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

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c) and before 8:30 a.m. (CEST) on the business day prior to the First Closing Date, or such other time and date as agreed between the Company and the Representative, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt a report on the issuance of the Firm Shares subscribed for pursuant to Section 3(c)(i) (the “Firm 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; (ii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iii) promptly thereafter, no later than 10:00 a.m. (CEST) on the business day prior to the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is terminated pursuant to Section 14 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 Firm 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 immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative as soon as practicable; and the Representative understands that the Capital Increase Bank may require confirmation, including from the Representative, to release the Firm Capital Increase Amount and the Representative agrees to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c4(b) and before 8:30 2:30 a.m. (CEST) New York time on the first business day prior to immediately preceding the First Closing Date, or such other time and date as agreed between the Company and the RepresentativeRepresentatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Firm Shares Tranche II subscribed for pursuant to Section 3(c)(i4(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iiiiv) promptly thereafter, no later than 10:00 6:00 a.m. (CEST) New York time on the first business day prior to immediately preceding the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of ZugVaud; provided, however, that if this Agreement is terminated pursuant to Section 14 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugVaud, (A) the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) or not to file the relevant resolutions with the Commercial Register of the Canton of ZugVaud, and (B) the Company shall immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Representative understands Underwriters understand that the Capital Increase Bank may require confirmation, including from the RepresentativeUnderwriters, to release the Firm Capital Increase Amount and the Representative agrees Underwriters agree to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c3(b) and before 8:30 a.m. (CEST) on the business day prior to the First Closing Date, or such other time and date as agreed between the Company and the Representative, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Firm Shares subscribed for pursuant to Section 3(c)(i3(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iiiiv) promptly thereafter, no later than 10:00 9:30 a.m. (CEST) on the business day prior to the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is terminated pursuant to Section 14 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 Firm 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 immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative Representative, acting for the accounts of the several Underwriters, as soon as practicable; and the Representative understands Underwriters understand that the Capital Increase Bank may require confirmation, including from the RepresentativeUnderwriters, to release the Firm Capital Increase Amount and the Representative agrees Underwriters agree to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c3(b) and before 8:30 in no event later than [9:00] a.m. (CEST) on the business day prior to the First Closing Firm Capital Increase Date, or such other time and date as agreed between the Company and the RepresentativeRepresentatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Firm Shares subscribed for pursuant to Section 3(c)(i3(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iiiiv) promptly thereafter, no later than 10:00 a.m. (CEST) on the business day prior to the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is terminated pursuant to Section 14 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 Firm 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 immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Representative understands Underwriters understand that the Capital Increase Bank may require confirmation, including from the RepresentativeUnderwriters, to release the Firm Capital Increase Amount and the Representative agrees Underwriters agree to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c4(b) and before 8:30 2:30 a.m. (CEST) New York time on the first business day prior to immediately preceding the First Closing Date, or such other time and date as agreed between the Company and the RepresentativeRepresentatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Firm Shares Securities subscribed for pursuant to Section 3(c)(i4(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iiiiv) promptly thereafter, no later than 10:00 6:00 a.m. (CEST) New York time on the first business day prior to immediately preceding the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of ZugVaud; provided, however, that if this Agreement is terminated pursuant to Section 14 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugVaud, (A) the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) or not to file the relevant resolutions with the Commercial Register of the Canton of ZugVaud, and (B) the Company shall immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Representative understands Underwriters understand that the Capital Increase Bank may require confirmation, including from the RepresentativeUnderwriters, to release the Firm Capital Increase Amount and the Representative agrees Underwriters agree to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c4(b) and before 8:30 a.m. (CEST) on the 6:00 p.m. New York time two business day days prior to the First Closing Date, or such other time and date as agreed between the Company and the RepresentativeRepresentatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (décision d’augmentation) regarding the issuance of the Firm Shares Securities subscribed for pursuant to Section 3(c)(i4(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm Capital Increase (Kapitalerhöhungsberichtrapport d’augmentation du capital) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), and take note of the auditors’ report (Prüfungsbestätigungattestation de vérification), all in accordance with Swiss statutory law; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iiiStatutenänderungsbeschluss décision de constatation et modification des statuts), respectively; and (iiiiv) promptly thereafter, no later than 10:00 6:00 a.m. (CEST) New York time on the business day prior to the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of ZugGeneva; provided, however, that if this Agreement is terminated pursuant to Section 14 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugGeneva, (A) the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) or not to file the relevant resolutions with the Commercial Register of the Canton of ZugGeneva, and (B) the Company shall immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Representative understands Underwriters understand that the Capital Increase Bank may require confirmation, including from the RepresentativeUnderwriters, to release the Firm Capital Increase Amount and the Representative agrees Underwriters agree to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c4(b) and before 8:30 2:30 a.m. (CEST) New York time on the first business day prior to immediately preceding the First Closing Date, or such other time and date as agreed between the Company and the RepresentativeRepresentatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Firm Company Shares Tranche II subscribed for pursuant to Section 3(c)(i4(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) and, after having caused the special auditor to issue the auditors' report (Prüfungsbestätigung), and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iiiiv) promptly thereafter, no later than 10:00 6:00 a.m. (CEST) New York time on the first business day prior to immediately preceding the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of ZugVaud; provided, however, that if this Agreement is terminated pursuant to Section 14 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugVaud, (A) the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) or not to file the relevant resolutions with the Commercial Register of the Canton of ZugVaud, and (B) the Company shall immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Representative understands Underwriters understand that the Capital Increase Bank may require confirmation, including from the RepresentativeUnderwriters, to release the Firm Capital Increase Amount and the Representative agrees Underwriters agree to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Firm Capital Increase. Upon receipt of the documents referred to in Section 3(c3(b) and before 8:30 a.m. (CEST) on the business day prior to the First Closing Date, or such other time and date as agreed between the Company and the Representative, the Board (or a committee or a Board member duly authorized by the Board) will: (i) adopt pass a report on capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Firm Shares subscribed for pursuant to Section 3(c)(i3(b)(i) (the “Firm Capital Increase”); (ii) adopt a report on the Firm 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; (iiiii) resolve on the Firm Capital Increase and making all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase (Feststellungs- und Statutenänderungsbeschluss) and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively; and (iiiiv) promptly thereafter, no later than 10:00 9:30 a.m. (CEST) on the business day prior to the First Closing Date, file the documents necessary for the registration of the Firm Capital Increase and all amendments to the articles of association of the Company necessary in connection with (A) the Firm Capital Increase and (B) the increase of the authorized share capital and conditional share capital as per the resolutions of the shareholders' meeting dated June 28, 2018, as described in Section 3(a)(ii) and Section 3(a)(iii), respectively, with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is terminated pursuant to Section 14 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 Firm 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 immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to the Representative as soon as practicable; and the Representative understands that the Capital Increase Bank may require confirmation, including from the Representative, to release the Firm Capital Increase Amount and the Representative agrees to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 3(c) shall be payable immediately and directly to the Capital Increase Bank by the Company.