Common use of Incorporation and Authority Clause in Contracts

Incorporation and Authority. 1.1 Each Seller individually and severally (and not jointly or jointly and severally) warrants to the Purchaser: (a) it has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation; (b) it is not insolvent or unable to pay its debts under the insolvency laws of the jurisdiction of its incorporation nor has it stopped paying debts as they fall due; (c) no moratorium has been obtained nor any order been made, petition presented or resolution passed for the winding-up of it; (d) no administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of it or all or any part of its assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any of it; (e) it has full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party and its execution, delivery and performance of those Transaction Documents will not constitute a breach which is material in the context of the transaction contemplated by this Agreement of: (i) any provision of its articles of association, by-laws or equivalent constitutional documents; or (ii) any order, judgment or decree of any court or governmental authority by which it is bound; (f) if the Seller is expressly stated to enter into this Agreement as trustee of a trust, the Seller warrants in its own capacity and as trustee of the trust that: (i) in respect of the trust, no action has been taken or is now proposed to be taken to terminate or dissolve the relevant trust; and (ii) in respect of the trustee: (A) it has full and valid power and authority under the terms of the relevant trust to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (B) it has in full force and effect the authorisations necessary for it to enter into this Agreement and perform its obligations under it and allow them to be enforced (including under the relevant trust deed and its constitution (if any)); (C) it enters into this Agreement and the transactions contemplated by this Agreement for the proper administration of the relevant trust and for the benefit of all the beneficiaries of the relevant trust; (D) it is the sole trustee of the relevant trust and no action has been taken or is now proposed to be taken to remove it as trustee of the relevant trust; (E) it has a right, including after any set off, to be fully indemnified out of assets of the relevant trust in respect of obligations incurred by it under this Agreement and the assets of the trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the assets of the trust; (F) it is not in breach of any of its obligations as trustee of a trust, whether under the trust deed or otherwise; and (G) it is not in default under the terms of the relevant trust; and (g) it is the sole legal and beneficial owner of all of the Shares set opposite its name in Schedule 1 (The Sellers).

Incorporation and Authority. 1.1 Each The Seller individually and severally (and not jointly or jointly and severally) warrants to the Purchaser: (a) it has been is a company duly incorporated or formed and is validly existing under the laws of its place the Netherlands Antilles and has full power and authority to enter into and perform this Agreement and all other documents executed by the Seller which are to be delivered on or prior to the Completion Date (together, the “Seller Documents”), each of incorporation which constitutes (when executed) legal, valid and binding obligations of the Seller in accordance with their respective terms. 1.2 The execution, delivery and performance by the Seller of the Seller Documents will not result in a breach of or formation;constitute a default under: (i) any provision of the memorandum or articles of association of the Seller or any Group Company; (ii) any order, judgment or decree of any court or Governmental Authority by which the Seller or, so far as the Seller is aware, any Group Company is bound; or (iii) any agreement or instrument to which the Seller is a party or by which it is bound or, so far as the Seller is aware, any Material Contract to which any Group Company is a party or by which it is bound. (b) it 1.3 Neither the Seller nor any Group Company is or will be required to give any notice to or make any filing with or obtain any permit, consent, waiver or other authorisation from any Governmental Authority or any other person in connection with the execution, delivery and performance of the Seller Documents, except where any failure to do so would not have a Material Adverse Effect and would not prevent the Parties from consummating the transactions contemplated by this Agreement. 1.4 The Seller is not insolvent or unable to pay its debts under the insolvency laws of any jurisdiction applicable to the jurisdiction of its incorporation nor Seller, and has it not stopped paying debts as they fall due; (c) no moratorium . No order has been obtained nor any order been made, petition presented or resolution passed for the winding-winding up of it; (d) no administrator, receiver, monitor, the Seller. No administrator or any receiver or manager or equivalent officer has been appointed by any person in respect of it the Seller or all or any part of its assets, assets and no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any of it; (e) it has full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party and its execution, delivery and performance of those Transaction Documents will not constitute a breach which is material in the context of the transaction contemplated by this Agreement of: (i) any provision of its articles of association, by-laws or equivalent constitutional documents; or (ii) any order, judgment or decree of any court or governmental authority by which it is bound; (f) if the Seller is expressly stated to enter into this Agreement as trustee of a trust, the Seller warrants in its own capacity and as trustee of the trust that: (i) in respect of the trust, no action has been taken or is now proposed to be taken to terminate or dissolve the relevant trust; and (ii) in respect of the trustee: (A) it has full and valid power and authority under the terms of the relevant trust to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (B) it has in full force and effect the authorisations necessary for it to enter into this Agreement and perform its obligations under it and allow them to be enforced (including under the relevant trust deed and its constitution (if any)); (C) it enters into this Agreement and the transactions contemplated by this Agreement for the proper administration of the relevant trust and for the benefit of all the beneficiaries of the relevant trust; (D) it is the sole trustee of the relevant trust and no action has been taken or is now proposed to be taken to remove it as trustee of the relevant trust; (E) it has a right, including after any set off, to be fully indemnified out of assets of the relevant trust in respect of obligations incurred by it under this Agreement and the assets of the trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the assets of the trust; (F) it is not in breach of any of its obligations as trustee of a trust, whether under the trust deed or otherwise; and (G) it is not in default under the terms of the relevant trust; and (g) it is the sole legal and beneficial owner of all of the Shares set opposite its name in Schedule 1 (The Sellers)proposed.

Incorporation and Authority. 1.1 Each Seller individually and severally (and not jointly or jointly and severally) warrants to the Purchaser: (a) it has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation;formation and has full power to carry on its business as it is carried on at the date of this Agreement. (b) it 1.2 Each Seller is not insolvent or unable to pay its debts under the applicable insolvency laws of the jurisdiction of its incorporation nor has it stopped paying debts as they fall due; (c) no . No moratorium has been obtained nor any order been made, petition presented or resolution passed for the winding-up of it; (d) no any Seller. No administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of it or all any Seller or any part of its assetsthe Assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any Seller. 1.3 Each Seller and each other relevant member of it; (e) it the Sellers’ Group has full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party (together, for the purposes of this paragraph 1, the “Documents”), each of which is valid and its legally binding and constitutes (when executed) valid and legally binding obligations on it in accordance with the Documents’ respective terms. The execution, delivery and performance by, respectively, each Seller and each other relevant member of those Transaction the Sellers’ Group of the Documents will not constitute a breach which is material of any laws or regulations in the context any relevant jurisdiction or result in a breach of the transaction contemplated by this Agreement of: or constitute a default or otherwise be prohibited under (i) any provision of its articles of association, by-laws or equivalent constitutional documents; or (ii) any order, judgment judgment, decree or decree decision of any court or governmental authority in any jurisdiction; or (iii) any agreement or instrument to which a member of the Sellers’ Group is a party or by which it is bound;. (f) if 1.4 The execution, delivery and performance by the Sellers of their obligations under the Documents will not require any Seller is expressly stated nor any other member of the Sellers’ Group to enter into obtain any consent, waiver or approval of, or give any notice to or make any registration or filing with, any governmental, regulatory, other authority or other person which has not been obtained or made at the date of this Agreement as trustee of on a trustbasis both unconditional and which cannot be revoked, provided that this paragraph 1.4 shall not extend to those consents, waivers or approvals referred to in the Seller warrants in its own capacity and as trustee of the trust that: (i) in respect of the trust, no action has been taken or is now proposed to be taken to terminate or dissolve the relevant trust; and (ii) in respect of the trustee: (A) it has full and valid power and authority under the terms of the relevant trust to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (B) it has in full force and effect the authorisations necessary for it to enter into this Agreement and perform its obligations under it and allow them to be enforced (including under the relevant trust deed and its constitution (if any)); (C) it enters into this Agreement and the transactions contemplated by this Agreement for the proper administration of the relevant trust and for the benefit of all the beneficiaries of the relevant trust; (D) it is the sole trustee of the relevant trust and no action has been taken or is now proposed to be taken to remove it as trustee of the relevant trust; (E) it has a right, including after any set off, to be fully indemnified out of assets of the relevant trust in respect of obligations incurred by it under this Agreement and the assets of the trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the assets of the trust; (F) it is not in breach of any of its obligations as trustee of a trust, whether under the trust deed or otherwise; and (G) it is not in default under the terms of the relevant trust; and (g) it is the sole legal and beneficial owner of all of the Shares set opposite its name Conditions in Schedule 1 (The Sellers)1.

Incorporation and Authority. 1.1 Each Seller individually and severally (and not jointly or jointly and severally) warrants to To the Purchaser: (a) it extent applicable, each of the Sellers has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation; (b) formation and has full power to carry on its business as it is not carried on at the date of this Agreement. 1.2 To the extent applicable, none of the Sellers is bankrupt or insolvent or unable to pay its debts under the insolvency laws of the jurisdiction of its incorporation nor has it stopped paying debts as they fall due; (c) no moratorium . No order has been obtained nor any order been made, petition presented or resolution passed for the winding-up winding‑up of it; (d) no any of the Sellers. No administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of it any of the Sellers or all or any part of its their assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any of it;the Sellers. (e) it 1.3 Each of the Sellers has full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party (together, the “Documents”), each of which is valid and its legally binding and constitutes (when executed) valid and legally binding obligations on it in accordance with the Documents’ respective terms. The execution, delivery and performance by, respectively, each Seller of those Transaction the Documents will not constitute a breach which is material of any laws or regulations in the context any relevant jurisdiction or result in a breach of the transaction contemplated by this Agreement of: or constitute a default or otherwise be prohibited under (i) any provision of its articles of association, by-laws by‑laws or equivalent constitutional documents; or (ii) any order, judgment judgment, decree or decree decision of any court or governmental authority in any jurisdiction; or (iii) any agreement or instrument to which such Seller is a party or by which it is bound;. (f) if the Seller is expressly stated to enter into this Agreement as trustee of a trust1.4 The execution, the Seller warrants in its own capacity delivery and as trustee performance by each of the trust that: (i) in respect Sellers of the trust, no action has been taken or is now proposed to be taken to terminate or dissolve the relevant trust; and (ii) in respect of the trustee: (A) it has full and valid power and authority under the terms of the relevant trust to enter into this Agreement and to carry out the transactions contemplated by this Agreement; (B) it has in full force and effect the authorisations necessary for it to enter into this Agreement and perform its obligations under the Documents will not require it and allow them to be enforced (including under obtain any consent, waiver or approval of, or give any notice to or make any registration or filing with, any governmental, regulatory, other authority or other person which has not been obtained or made at the relevant trust deed and its constitution (if any)); (C) it enters into date of this Agreement on a basis both unconditional and the transactions contemplated by this Agreement for the proper administration of the relevant trust and for the benefit of all the beneficiaries of the relevant trust; (D) it is the sole trustee of the relevant trust and no action has been taken or is now proposed to which cannot be taken to remove it as trustee of the relevant trust; (E) it has a right, including after any set off, to be fully indemnified out of assets of the relevant trust in respect of obligations incurred by it under this Agreement and the assets of the trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the assets of the trust; (F) it is not in breach of any of its obligations as trustee of a trust, whether under the trust deed or otherwise; and (G) it is not in default under the terms of the relevant trust; and (g) it is the sole legal and beneficial owner of all of the Shares set opposite its name in Schedule 1 (The Sellers)revoked.

Incorporation and Authority. 1.1 Each Seller individually and severally The Company is a “foreign issuer” (and not jointly as such term is defined in Regulation S). 1.2 Neither the Company nor any of its affiliates (as defined in Rule 405 under the Securities Act) or jointly and severallyany person acting on its or their behalf has engaged in any directed selling efforts (as such term is defined in Regulation S) warrants to in connection with the Purchaser:issuance of the Subscription Shares. (a) it 1.3 The Company has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation;formation and has full power to carry on its business as it is carried on at the date of this Agreement. (b) it 1.4 The Company is not insolvent or unable to pay its debts under the insolvency laws of the jurisdiction of its incorporation The Netherlands nor has it stopped paying debts as they fall due; (c) no moratorium . No order has been obtained nor any order been made, petition presented or resolution passed for the winding-up of it; (d) no the Company. No administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of it the Company or all or any part of its assets, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to any of it;the Company. (e) it 1.5 The Company has full corporate power and authority to enter into and perform this Agreement and each other Transaction Document to which it is a party (together, the “Documents”), each of which has been duly executed and its executiondelivered by the Company and is valid and legally binding and constitutes (when executed) valid and legally binding obligations of the Company, enforceable against it in accordance with the Documents’ respective terms. The execution and delivery of the Documents by the Company and the performance of those Transaction its obligations thereunder, the approval of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Company, and no other corporate action on the part of the Company is necessary to authorise the execution and delivery by the Company of this Agreement. 1.6 Save as expressly provided in this Agreement, the execution and delivery of the Documents by the Company and the performance of its obligations thereunder, and the consummation by the Company of the transactions contemplated in the Documents, will not not: (a) constitute a breach which is material of any laws or regulations in any jurisdiction relevant to the context Company or any of the transaction contemplated by this Agreement of: its properties or assets or result in a breach of or constitute a default or otherwise be prohibited under (i) any provision of its the Company’s articles of associationassociation (in Dutch: statuten), by-laws or equivalent constitutional documents; or (ii) any order, judgment judgment, decree or decree decision of any court or governmental authority other Governmental Authority in any jurisdiction, or (iii) any agreement or instrument to which the Company is a party or by which it is bound; (fb) if require any consent by any person under, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract to which the Seller Company is expressly stated to enter into this Agreement as trustee a party or by which the Company or any of a trust, its properties or assets is bound or result in the Seller warrants creation of any lien in its own capacity and as trustee or upon any of the trust that:properties, rights or assets of the Company; or (ic) other than in respect of the trust, no action has been taken connection with or is now proposed to be taken to terminate or dissolve the relevant trust; and (ii) in respect of the trustee: compliance with (A) it has full the rules, regulations and valid power and authority listing standards of the Nasdaq Global Select Market or, if Nasdaq Global Select Market is not then the principal U.S. trading market for the Class A ordinary shares, then the principal U.S. national securities exchange registered under the terms Exchange Act on which the Class A ordinary shares, or such other applicable ordinary share, are traded, (B) the Exchange Act and (C) the rules, regulations and listing standards of the relevant trust Moscow Exchange, require on the part of the Company any filing or registration with or notification to, or require the Company to enter into this Agreement obtain any authorisation, consent or approval of, any Governmental Authority or other person in connection with the execution, delivery and to carry out performance of the Documents or the consummation of any of the transactions contemplated by this Agreement;in the Documents. 1.7 The Company has made available to the Subscriber a copy of the Company’s articles of association (Bin Dutch: statuten) it has as currently in full force and effect the authorisations necessary for it to enter into this Agreement and perform its obligations under it and allow them to be enforced (including under the relevant trust deed and its constitution (if any)); (C) it enters into this Agreement and the transactions contemplated by this Agreement for the proper administration of the relevant trust and for the benefit of all the beneficiaries of the relevant trust; (D) it is the sole trustee of the relevant trust and no action has been taken or is now proposed to be taken to remove it as trustee of the relevant trust; (E) it has a right, including after any set off, to be fully indemnified out of assets of the relevant trust in respect of obligations incurred by it under this Agreement and the assets of the trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the assets of the trust; (F) it Company is not in breach violation of any provision of its obligations as trustee articles of a trust, whether under the trust deed or otherwise; and (G) it is not in default under the terms of the relevant trust; and (g) it is the sole legal and beneficial owner of all of the Shares set opposite its name in Schedule 1 (The Sellers)association.