Common use of Capital Reduction Clause in Contracts

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities or Applicable Optional Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities or Applicable Optional Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c11(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Underwritten Securities, First Applicable Option Securities or Second Applicable Optional Option Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company Issuer shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company Issuer (the “Capital Reduction”) by cancellation of the Firm Underwritten Securities, First Applicable Option Securities or Second Applicable Optional Option Securities, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company Issuer shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the CompanyIssuer’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company Issuer shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Underwritten Securities, First Applicable Option Securities or Second Applicable Optional Option Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company Issuer shall deregister the Firm Underwritten Securities, First Applicable Option Securities or Second Applicable Optional Option Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares Securities registered with the Commercial Register of the Canton of VaudZug.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c‎13(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesOption Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Completion. The Representatives Representative acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesOption Shares, as applicable, entered in the Commercial Register of the Canton of Vaud Nidwalden against repayment of an amount representing the aggregate nominal value of such securities to the Representatives, acting on behalf expenses of the several UnderwritersRepresentative as set out in Section ‎13(f). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudNidwalden. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value expenses of the Firm Securities or Applicable Optional Securities, Representatives as applicableset out in Section ‎13(f), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudNidwalden) in cash to the RepresentativesMaxim Group LLC, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesOption Shares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Common Shares registered with the Commercial Register of the Canton of VaudNidwalden.

Capital Reduction. (i1) If the Put Option is not exercised within the deadline set forth in Section 14(c9(c)(iii) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Initial Securities or Applicable Optional SecuritiesAdditional Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Initial Securities or Applicable Optional SecuritiesAdditional Shares, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of an amount representing the aggregate nominal value of such securities to the Representatives, acting on behalf expenses of the several UnderwritersRepresentatives as set out in Section 9(c)(vi). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii2) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value expenses of the Firm Securities or Applicable Optional Securities, Representatives as applicableset out in Section 9(c)(vi), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the RepresentativesBofA, acting on behalf of the several Underwriters. (iii3) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Initial Securities or Applicable Optional SecuritiesAdditional Shares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Ordinary Shares registered with the Commercial Register of the Canton of VaudZug.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c15(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy fifty days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, Representative will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several UnderwritersRepresentative. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the Representatives, acting on behalf of the several UnderwritersRepresentative. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of VaudZug.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c15(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy fifty days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of VaudZug.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c‎11(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities or Applicable Optional Securities, Shares the Company shall use its best efforts to reduce the issued and outstanding share capital of the Company by cancellation of the Shares entered in the Commercial Register of the Canton of Vaud against repayment of an amount representing the Aggregate Capital Increase Amount plus expenses of the Representatives as set out in Section ‎11(f) (the "Capital Reduction"). To the extent applicable, including due to nonthe Capital Reduction shall take place within the capital range, whereby the Capital Reduction shall be resolved by the Board no later than sixty (60) days after the Event of Non-availability of sufficient freely disposable reservesCompletion. If the Capital Reduction is not possible within the capital range for legal reasons, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capitalCapital Reduction. Such shareholders’ ' meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Non Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the The Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 653m para. 2 1 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if . If such confirmation is not made issued by the auditors prior to such the shareholders’ meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value Aggregate Capital Increase Amount plus expenses of the Firm Securities or Applicable Optional Securities, Representatives as applicableset out in Section ‎11(f), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the RepresentativesXxxxxxxxx LLC, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicable, Shares in its book of uncertificated securities (Wertrechtebuchregistre des droits-valeurs) to reflect the number of Common Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c13(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesOption Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Underwritten Shares or Applicable Optional SecuritiesOption Shares, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities to the Representatives[•], acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) . At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of Aggregate Firm Capital Increase Amount or the Firm Securities or Applicable Optional SecuritiesAggregate Over-Allotment Capital Increase Amount, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the Representatives[•], acting on behalf of the several Underwriters. (iii) . Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Underwritten Shares or Applicable Optional SecuritiesOption Shares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c17(c) or it if the exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities or Applicable Optional Securities, as applicableUnderwritten Shares, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately as soon as practicable call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives Representative, acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud Underwritten Shares against repayment of the their aggregate nominal par value of such securities to the Representatives, acting on behalf plus expenses of the several UnderwritersRepresentative as set out in Section 17(f). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudGeneva. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal par value of the Firm Securities or Applicable Optional SecuritiesUnderwritten Shares, plus expenses of the Representative as applicableset out in Section 17(f), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudGeneva) in cash to the RepresentativesRepresentative, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicableUnderwritten Shares, in its book of uncertificated securities (Wertrechtebuchregistre des droits-valeurs) to reflect the number of Shares registered with the Commercial Register of the Canton of VaudGeneva.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c11(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Underwritten Securities or Applicable Optional Option Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company Issuer shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company Issuer (the “Capital Reduction”) by cancellation of the Firm Underwritten Securities or Applicable Optional Option Securities, as applicable, entered in the Commercial Register of the Canton of Vaud Basel-Stadt against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company Issuer shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the CompanyIssuer’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company Issuer shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudBasel-Stadt. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Underwritten Securities or Applicable Optional Option Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudBasel-Stadt) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company Issuer shall deregister the Firm Underwritten Securities or Applicable Optional Option Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares Securities registered with the Commercial Register of the Canton of VaudBasel-Stadt.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Company Securities or Applicable Optional Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Company Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Company Securities or Applicable Optional Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Company Securities or Applicable Optional Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c) ‎Section 15(c). or it is cannot possible be exercised for legal reasons or is insufficient to dispose of the Firm Securities or Applicable Optional Securities, as applicableOffered Shares, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives Representatives, acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, Offered Shares entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities Offered Shares to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities or Applicable Optional Securities, as applicable, Offered Shares shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicable, Offered Shares in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c13(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Initial Securities or Applicable Optional Option Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately promptly call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Completion. The Representatives Representatives, acting on behalf of the several Underwriters, will agrees to vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Initial Securities or Applicable Optional Option Securities, as applicable, to be entered in the Commercial Register of the Canton of Vaud Basel-Stadt against repayment of an amount representing the aggregate nominal value of such securities to the Representatives, acting on behalf expenses of the several UnderwritersRepresentatives as set out in Section 12(f). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudBasel-Stadt. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value expenses of the Firm Securities or Applicable Optional Securities, Representatives as applicableset out in Section 12(f), shall be paid (for value on the date of the publication of the entry in the Commercial Register of the Canton of VaudBasel-Stadt) in cash to the RepresentativesBofA, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Initial Securities or Applicable Optional Option Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Ordinary Shares registered with the Commercial Register of the Canton of VaudBasel-Stadt.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c13(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of an amount representing the aggregate nominal value of such securities to the Representatives, acting on behalf expenses of the several UnderwritersRepresentatives as set out in Section 13(f). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value expenses of the Firm Securities or Applicable Optional Securities, Representatives as applicableset out in Section 13(f), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the RepresentativesXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Common Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c15(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy fifty days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, Representative will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several UnderwritersRepresentative. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the Representatives, acting on behalf of the several UnderwritersRepresentative. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of Vaud.securities

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c11(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Underwritten Securities, First Applicable Issuer Option Securities or Second Applicable Optional Issuer Option Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company Issuer shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company Issuer (the “Capital Reduction”) by cancellation of the Firm Underwritten Securities, First Applicable Issuer Option Securities or Second Applicable Optional Issuer Option Securities, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of the aggregate nominal value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company Issuer shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the CompanyIssuer’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company Issuer shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Underwritten Securities, First Applicable Issuer Option Securities or Second Applicable Optional Issuer Option Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company Issuer shall deregister the Firm Underwritten Securities, First Applicable Issuer Option Securities or Second Applicable Optional Issuer Option Securities, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares Securities registered with the Commercial Register of the Canton of VaudZug.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities or Applicable Optional Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, Shares the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, Shares entered in the Commercial Register of the Canton of Vaud against repayment of an amount representing the aggregate nominal value of such securities to the Representatives, acting on behalf Aggregate Firm Capital Increase Amount plus expenses of the several UnderwritersRepresentatives as set out in Section 14(f). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value Aggregate Firm Capital Increase Amount plus expenses of the Firm Securities or Applicable Optional Securities, Representatives as applicableset out in Section 14(f), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the RepresentativesXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicable, Shares in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Common Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c13(c) or it exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy sixty (60) calendar days after the Event of Non-CompletionCompletion . The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, entered in the Commercial Register of the Canton of Vaud against repayment of the aggregate nominal value of such securities to the RepresentativesXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of Vaud. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of Vaud) in cash to the RepresentativesXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesAdditional Shares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Common Shares registered with the Commercial Register of the Canton of Vaud.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c17(c) or it if the exercise or settlement of the Put Option is not possible for legal reasons or insufficient to dispose of the Firm Initial Securities or Applicable Optional Securitiesthe Option Shares, as applicablerespectively, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately as soon as practicable call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives Representative, acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Initial Shares or Applicable Optional Securitiesthe Option Shares, as applicablerespectively, entered in the Commercial Register of the Canton of Vaud against repayment of the their aggregate nominal par value of such securities to the Representatives, acting on behalf plus expenses of the several UnderwritersRepresentative as set out in Section 17(f). Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudGeneva. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal par value of the Firm Securities Initial Shares or Applicable Optional Securitiesthe Option Shares, respectively, plus expenses of the Representative as applicableset out in Section 17(f), shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudGeneva) in cash to the RepresentativesRepresentative, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Initial Shares or Applicable Optional Securitiesthe Option Shares, as applicablerespectively, in its book of uncertificated securities (Wertrechtebuchregistre des droits-valeurs) to reflect the number of Shares registered with the Commercial Register of the Canton of VaudGeneva.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c15(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy fifty days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, Representative will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, entered in the Commercial Register of the Canton of Vaud Zug against repayment of the aggregate nominal value of such securities to the RepresentativesRepresentative, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudZug. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal value of the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudZug) in cash to the RepresentativesRepresentative, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities Shares or Applicable Optional SecuritiesShares, as applicable, in its book of uncertificated securities (Wertrechtebuch) to reflect the number of Shares registered with the Commercial Register of the Canton of VaudZug.

Capital Reduction. (i) If the Put Option is not exercised within the deadline set forth in Section 14(c) or it is not possible for legal reasons or insufficient to dispose of the Firm Securities or Applicable Optional Securities, as applicable, including due to non-availability of sufficient freely disposable reserves, the Company shall immediately call a shareholders’ meeting and table the reduction of the share capital. Such shareholders’ meeting shall take place no later than seventy days after the Event of Non-Completion. The Representatives acting on behalf of the several Underwriters, will vote in favor of a reduction of the issued and outstanding share capital of the Company (the “Capital Reduction”) by cancellation of the Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud Geneva against repayment of the aggregate nominal par value of such securities to the Representatives, acting on behalf of the several Underwriters. Prior to such shareholders’ meeting, the Company shall use its reasonable best efforts to cause its auditors to confirm in writing, pursuant to article 732 para. 2 CO, that the claims of the Company’s creditors are fully covered notwithstanding the Capital Reduction, provided that if such confirmation is not made by the auditors prior to such meeting, the meeting shall be cancelled. The Company shall use its reasonable best efforts to cause its shareholders to vote in favor of the Capital Reduction. (ii) At the earliest possible date, and subject to statutory law, the Capital Reduction shall be consummated by registration in the Commercial Register of the Canton of VaudGeneva. The proceeds of the Capital Reduction, being an amount representing the aggregate nominal par value of the Firm Securities or Applicable Optional Securities, as applicable, shall be paid (for value on the date of the entry in the Commercial Register of the Canton of VaudGeneva) in cash to the Representatives, acting on behalf of the several Underwriters. (iii) Upon consummation of the Capital Reduction, the Company shall deregister the Firm Securities or Applicable Optional Securities, as applicable, in its book of uncertificated securities (Wertrechtebuchregistre des droits-valeurs) to reflect the number of Shares registered with the Commercial Register of the Canton of VaudGeneva.