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

Board Resolution and Registration of Over-Allotment Capital Increase. Upon receipt of the documents referred to under Section 5(a) in relation to any Applicable Optional Securities and before 2:30 a.m. New York time on the first business day immediately preceding the Optional Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 3), the Board (or a committee or Board member duly authorized by the Board) will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Optional Securities subscribed for pursuant to Section 5(a)(i) (the “Over-Allotment Capital Increase”); (ii) adopt a report on the Over-Allotment Capital Increase (Kapitalerhöhungsbericht) and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iii) resolve on the Over-Allotment Capital Increase and making all amendments to the articles of association of the Company necessary in connection with the Over-Allotment Capital Increase (Feststellungs-und Statutenänderungsbeschluss); and (iv) promptly thereafter, no later than 6:00 a.m. New York time on the first business day immediately preceding the Optional Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 3) file the documents necessary for the registration of the Over-Allotment Capital Increase with the Commercial Register of the Canton of Vaud provided, however, that if this Agreement is terminated pursuant to Section 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of Vaud, (A) the Company undertakes not to resolve on the Over-Allotment Capital Increase (if it has not already done so) or 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 to release the Capital Increase Amount in full to the Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Underwriters understand that the Capital Increase Bank may require confirmation, including from the Underwriters, to release the Firm Capital Increase Amount and the Underwriters agree to deliver such confirmation.

Board Resolution and Registration of Over-Allotment Capital Increase. Upon receipt of the documents referred to under Section 5(a4(a) in relation to any Applicable Optional Securities Shares and before 2:30 8:30 a.m. New York time (CEST) on the first business day immediately preceding prior to the Optional Option Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives Representative pursuant to Section 32(c)), the Board (or a committee or Board member duly authorized by the Board) will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Optional Securities Shares subscribed for pursuant to Section 5(a)(i4(a)(i) (the “Over-Allotment Capital Increase”); (ii) adopt a report on the Over-Allotment 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 the Over-Allotment Capital Increase and making all amendments to the articles of association of the Company necessary in connection with the Over-Allotment Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and (iv) promptly thereafter, no later than 6:00 9:30 a.m. New York time (CEST) on the first business day immediately preceding prior to the Optional Option Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives Representative pursuant to Section 32(c)) file the documents necessary for the registration of the Over-Allotment Capital Increase with the Commercial Register of the Canton of Vaud Zug provided, however, that if this Agreement is terminated pursuant to Section 12 14 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of VaudZug, (A) the Company undertakes not to resolve on the Over-Allotment Capital Increase (if it has not already done so) or to file the relevant resolutions with the Commercial Register of the Canton of VaudZug, and (B) the Company shall immediately cause the Capital Increase Bank to release the Over-Allotment Capital Increase Amount in full to the Representatives, acting for the accounts of the several Underwriters, Representative as soon as practicable; and the Underwriters understand Representative understands that the Capital Increase Bank may require confirmation, including from the UnderwritersRepresentative, to release the Firm Capital Increase Amount and the Underwriters agree Representative agrees to deliver such confirmation. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Over-Allotment Capital Increase Account pursuant to this Section 4(b) shall be payable immediately and directly to the Capital Increase Bank by the Company.

Board Resolution and Registration of Over-Allotment Capital Increase. Upon receipt of the documents referred to under Section 5(a4(a) in relation to any Applicable Optional Securities Shares, and before 2:30 a.m. New York time in no event later than [•] (CEST) on the first second business day immediately preceding following the Optional Closing relevant Option Exercise Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 32(c)), the Board (or a committee or Board member duly authorized by the Board) will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Optional Securities Shares subscribed for pursuant to Section 5(a)(i4(a)(i) (the “Over-Allotment Capital Increase”); (ii) adopt a report on the Over-Allotment Capital Increase (Kapitalerhöhungsbericht) and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iii) resolve on the Over-Allotment Capital Increase and making all amendments to the articles of association of the Company necessary in connection with the Over-Allotment Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and (iv) promptly thereafter, no later than 6:00 a.m. New York time on the first business day immediately preceding the Optional Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 3) file the documents necessary for the registration of the Over-Allotment Capital Increase with the Commercial Register of the Canton of Vaud Zug provided, however, that if this Agreement is terminated pursuant to Section 12 14 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of VaudZug, (A) the Company undertakes not to resolve on the Over-Allotment Capital Increase (if it has not already done so) or to file the relevant resolutions with the Commercial Register of the Canton of VaudZug, and (B) the Company shall immediately cause the Capital Increase Bank to release the Capital Increase Amount in full to the Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Underwriters understand that the Capital Increase Bank may require confirmation, including from the Underwriters, to release the Firm Capital Increase Amount and the Underwriters agree to deliver such confirmation.

Board Resolution and Registration of Over-Allotment Capital Increase. Upon receipt of the documents referred to under Section 5(a) in relation to any Applicable Optional Securities and before 2:30 a.m. 6:00 p.m. New York time on the first two business day immediately preceding days prior to the Optional Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 3), the Board (or a committee or Board member duly authorized by the Board) will: (i) pass a capital increase resolution (Erhöhungsbeschlussdécision d’augmentation) regarding the issuance of the Applicable Optional Securities subscribed for pursuant to Section 5(a)(i) (the “Over-Allotment Capital Increase”); (ii) adopt a report on the Over-Allotment Capital Increase (Kapitalerhöhungsberichtrapport d’augmentation) and take note of the auditors’ report (Prüfungsbestätigungattestation de vérification), all in accordance with Swiss statutory law; (iii) resolve on the Over-Allotment Capital Increase and making all amendments to the articles of association of the Company necessary in connection with the Over-Allotment Capital Increase (Feststellungs-und Statutenänderungsbeschlussdécision de constatation et modification des statuts); and (iv) promptly thereafter, no later than 6:00 a.m. New York time on the first business day immediately preceding prior to the Optional Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 3) file the documents necessary for the registration of the Over-Allotment Capital Increase with the Commercial Register of the Canton of Vaud Geneva provided, however, that if this Agreement is terminated pursuant to Section 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of VaudGeneva, (A) the Company undertakes not to resolve on the Over-Allotment Capital Increase (if it has not already done so) or to file the relevant resolutions with the Commercial Register of the Canton of VaudGeneva, and (B) the Company shall immediately cause the Capital Increase Bank to release the Capital Increase Amount in full to the Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Underwriters understand that the Capital Increase Bank may require confirmation, including from the Underwriters, to release the Firm Capital Increase Amount and the Underwriters agree to deliver such confirmation.

Board Resolution and Registration of Over-Allotment Capital Increase. Upon receipt of the documents referred to under Section 5(a4(a) in relation to any Applicable Optional Securities Shares and before 2:30 9:30 a.m. New York time (CEST) on the first business day immediately preceding prior to the Optional Option Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives Representative pursuant to Section 32(c)), the Board (or a committee or Board member duly authorized by the Board) will: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Optional Securities Shares subscribed for pursuant to Section 5(a)(i4(a)(i) (the “Over-Allotment Capital Increase”); (ii) adopt a report on the Over-Allotment Capital Increase (Kapitalerhöhungsbericht) and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iii) resolve on the Over-Allotment Capital Increase and making all amendments to the articles of association of the Company necessary in connection with the Over-Allotment Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and (iv) promptly thereafter, no later than 6:00 9:30 a.m. New York time (CEST) on the first business day immediately preceding prior to the Optional Option Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives Representative pursuant to Section 32(c)) file the documents necessary for the registration of the Over-Allotment Capital Increase with the Commercial Register of the Canton of Vaud Zug provided, however, that if this Agreement is terminated pursuant to Section 12 14 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of VaudZug, (A) the Company undertakes not to resolve on the Over-Allotment Capital Increase (if it has not already done so) or to file the relevant resolutions with the Commercial Register of the Canton of VaudZug, and (B) the Company shall immediately cause the Capital Increase Bank to release the Capital Increase Amount in full to the RepresentativesRepresentative, acting for the accounts of the several Underwriters, as soon as practicable; and the Underwriters understand that the Capital Increase Bank may require confirmation, including from the Underwriters, to release the Firm Capital Increase Amount and the Underwriters agree to deliver such confirmation.

Board Resolution and Registration of Over-Allotment Capital Increase. Upon receipt of As soon as possible after the documents events referred to under Section 5(a) ), and in relation to any Applicable Optional Securities and before 2:30 a.m. New York time on no event later than the first second business day immediately preceding following the Optional Closing Over Allotment Option Exercise Date (or at a later date, as such other date set forth in the relevant option over-allotment exercise notice delivered by the Representatives pursuant to Section 3Representatives), the Board of Directors (or a committee or Board board member duly authorized by the BoardBoard of Directors) willwill do the following: (i) pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Optional Securities Option Shares subscribed for pursuant to Section 5(a)(i) (the “Over-Allotment Capital Increase”); (ii) , adopt a report on the Over-Allotment Capital Increase (Kapitalerhöhungsbericht) and take note of the auditors’ report (Prüfungsbestätigung), all in accordance with Swiss statutory law; (iiiii) resolve on the Over-Allotment Capital Increase and making make all amendments to the articles of association of the Company necessary in connection with the Over-Allotment Capital Increase (Feststellungs-und Statutenänderungsbeschluss)Increase; and (iviii) promptly thereafter, no later than 6:00 a.m. New York time on the first business day immediately preceding the Optional Closing Date (or at a later date, as set forth in the relevant option exercise notice delivered by the Representatives pursuant to Section 3) thereafter file the documents necessary for the registration of the Over-Allotment Capital Increase documents with the Commercial Register. In no event later than the second business day following the Over-Allotment Option Exercise Date (or such other date set forth in the over-allotment exercise notice delivered by the Representatives), the Company shall: (i) deliver to each of the Representatives, the Capital Increase Bank and the share registrar of the Company, a copy of the certified excerpt of the journal entry or a copy of the certified excerpt from the Commercial Register of the Canton of Vaud provided, however, that if this Agreement is terminated pursuant to Section 12 prior to Zug and a copy of the certified updated articles of association of the Company filing the relevant resolutions with the Commercial Register of the Canton of Vaud, (A) the Company undertakes not to resolve on evidencing the Over-Allotment Capital Increase Increase; (if it has not already done soii) or take all steps necessary to file ensure that the relevant resolutions with subscribed Option Shares (i) will be issued (i) issued to the Commercial Register Underwriters, (ii) duly issued in the form of uncertificated securities and entered into the Company’s book of uncertificated securities, (iii) duly recorded as book-entry securities in the main register maintained by DTC, (iv) duly recorded in an account of the Canton of VaudUnderwriters, and (Bv) the Company shall immediately cause the Capital Increase Bank to release the Capital Increase Amount in full to the Representatives, acting for the accounts of the several Underwriters, as soon as practicable; and the Underwriters understand that the Capital Increase Bank may require confirmation, including from the Underwriters, to release the Firm Capital Increase Amount and the Underwriters agree to deliver such confirmationfreely transferable.