Common use of Par Value Payment Clause in Contracts

Par Value Payment. Company and Dealer each acknowledges and agrees that, by paying the Premium hereunder to Company, on the Premium Payment Date Dealer will have made a payment for purposes of paying up the aggregate par value of the Shares issuable pursuant to the Transaction (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction), equal to EUR554,775.54 (the “Initial Par Value Payment”). Upon receipt, the Company shall reserve the Initial Par Value Payment and apply the Initial Par Value Payment against the obligation to pay-up the Shares upon issue of the Shares. To the extent that the Initial Par Value Payment exceeds the aggregate nominal value of the Shares issued, then such excess shall be regarded as share premium. Company acknowledges and agrees that such Initial Par Value Payment constitutes, based on the par value per Share as of the date hereof, a payment (volstorting) of the par value of the Shares sufficient under Dutch law to give effect to the issuance by Company to Dealer of a number of Shares equal to the Maximum Number of Shares (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction). Company represents and warrants to, and acknowledges and agrees with, Dealer that Company has not taken, and will not take or permit to be taken, any action that would result in the Maximum Number of Shares (subject to adjustment as set forth herein) exceeding the Par Value Delivery Number, and in no event will such an excess occur prior to final settlement, payment or delivery in full of Company’s obligations to Dealer hereunder. In addition, it shall constitute a Potential Adjustment Event if on any day during the period from and including the Trade Date, to and including the final Expiration Date, Company or its controlled affiliates make a public announcement of any transaction or event, or any previously announced transaction or event, that, in the reasonable opinion of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Maximum Number of Shares (subject to adjustment as set forth herein) to exceed the Par Value Delivery Number. Company will promptly notify Dealer of any change to the par value of the Shares. Each of Company and Dealer acknowledges and agrees that if, following any subsequent adjustment to the Transaction, the Maximum Number of Shares exceeds the Maximum Number of Shares as of the date hereof (the “Initial Maximum Number of Shares”), Company may use such additional funds or resources of the Company as it may in its discretion determine to the extent required to pay up the par value of the Shares issuable in excess of the Initial Maximum Number of Shares and apply such funds for the payment of the par value of such shares (which payment or source of funds, for the avoidance of doubt, will not result in a holding period (within the meaning of Rule 144) for Dealer with respect to the Warrants, or any Shares issuable upon settlement thereof, that commences after the Premium Payment Date) (such payment, when actually paid or applied by the Company and notified in writing to Dealer, together with the Initial Par Value Payment, the “Par Value Payment”).

Par Value Payment. Company and Dealer each acknowledges and agrees that, by paying the Premium hereunder to Company, on the Premium Payment Date Dealer will have made a payment for purposes of paying up the aggregate par value of the Shares issuable pursuant to the Transaction (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction), equal to EUR554,775.54 EUR 108,085 (the “Initial Par Value Payment”). Upon receipt, the Company shall reserve the Initial Par Value Payment and apply the Initial Par Value Payment against the obligation to pay-up the Shares upon issue of the Shares. To the extent that the Initial Par Value Payment exceeds the aggregate nominal value of the Shares issued, then such excess shall be regarded as share premium. Company acknowledges and agrees that such Initial Par Value Payment constitutes, based on the par value per Share as of the date hereof, a payment (volstorting) of the par value of the Shares sufficient under Dutch law to give effect to the issuance by Company to Dealer of a number of Shares equal to the Maximum Number of Shares (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction). Company represents and warrants to, and acknowledges and agrees with, Dealer that Company has not taken, and will not take or permit to be taken, any action that would result in the Maximum Number of Shares (subject to adjustment as set forth herein) exceeding the Par Value Delivery Number, and in no event will such an excess occur prior to final settlement, payment or delivery in full of Company’s obligations to Dealer hereunder. In addition, it shall constitute a Potential Adjustment Event if on any day during the period from and including the Trade Date, to and including the final Expiration Date, Company or its controlled affiliates make a public announcement of any transaction or event, or any previously announced transaction or event, that, in the reasonable opinion of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Maximum Number of Shares (subject to adjustment as set forth herein) to exceed the Par Value Delivery Number. Company will promptly notify Dealer of any change to the par value of the Shares. Each of Company and Dealer acknowledges and agrees that if, following any subsequent adjustment to the Transaction, the Maximum Number of Shares exceeds the Maximum Number of Shares as of the date hereof (the “Initial Maximum Number of Shares”), Company may use such additional funds or resources of the Company as it may in its discretion determine to the extent required to pay up the par value of the Shares issuable in excess of the Initial Maximum Number of Shares and apply such funds for the payment of the par value of such shares (which payment or source of funds, for the avoidance of doubt, will not result in a holding period (within the meaning of Rule 144) for Dealer with respect to the Warrants, or any Shares issuable upon settlement thereof, that commences after the Premium Payment Date) (such payment, when actually paid or applied by the Company and notified in writing to Dealer, together with the Initial Par Value Payment, the “Par Value Payment”). For the avoidance of doubt, and without limitation of any payment or settlement obligation that Company may otherwise have under this Confirmation or in respect of the Warrants, the Company is not required to return to Dealer the portion of the Par Value Payment corresponding to any Warrants that expire on the relevant Expiration Date without being exercised or are early terminated and in respect of which no Shares are otherwise deliverable to Dealer.

Par Value Payment. Company and Dealer each acknowledges and agrees that, by paying the Premium hereunder to Company, on the Premium Payment Date Dealer will have made a payment for purposes of paying up the aggregate par value of the Shares issuable pursuant to the Transaction (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction), equal to EUR554,775.54 EUR 17,382 (the “Initial Par Value Payment”). Upon receipt, the Company shall reserve the Initial Par Value Payment and apply the Initial Par Value Payment against the obligation to pay-up the Shares upon issue of the Shares. To the extent that the Initial Par Value Payment exceeds the aggregate nominal value of the Shares issued, then such excess shall be regarded as share premium. Company acknowledges and agrees that such Initial Par Value Payment constitutes, based on the par value per Share as of the date hereof, a payment (volstorting) of the par value of the Shares sufficient under Dutch law to give effect to the issuance by Company to Dealer of a number of Shares equal to the Maximum Number of Shares (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction). Company represents and warrants to, and acknowledges and agrees with, Dealer that Company has not taken, and will not take or permit to be taken, any action that would result in the Maximum Number of Shares (subject to adjustment as set forth herein) exceeding the Par Value Delivery Number, and in no event will such an excess occur prior to final settlement, payment or delivery in full of Company’s obligations to Dealer hereunder. In addition, it shall constitute a Potential Adjustment Event if on any day during the period from and including the Trade Date, to and including the final Expiration Date, Company or its controlled affiliates make a public announcement of any transaction or event, or any previously announced transaction or event, that, in the reasonable opinion of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Maximum Number of Shares (subject to adjustment as set forth herein) to exceed the Par Value Delivery Number. Company will promptly notify Dealer of any change to the par value of the Shares. Each of Company and Dealer acknowledges and agrees that if, following any subsequent adjustment to the Transaction, the Maximum Number of Shares exceeds the Maximum Number of Shares as of the date hereof (the “Initial Maximum Number of Shares”), Company may use such additional funds or resources of the Company as it may in its discretion determine to the extent required to pay up the par value of the Shares issuable in excess of the Initial Maximum Number of Shares and apply such funds for the payment of the par value of such shares (which payment or source of funds, for the avoidance of doubt, will not result in a holding period (within the meaning of Rule 144) for Dealer with respect to the Warrants, or any Shares issuable upon settlement thereof, that commences after the Premium Payment Date) (such payment, when actually paid or applied by the Company and notified in writing to Dealer, together with the Initial Par Value Payment, the “Par Value Payment”). For the avoidance of doubt, and without limitation of any payment or settlement obligation that Company may otherwise have under this Confirmation or in respect of the Warrants, the Company is not required to return to Dealer the portion of the Par Value Payment corresponding to any Warrants that expire on the relevant Expiration Date without being exercised or are early terminated and in respect of which no Shares are otherwise deliverable to Dealer.

Par Value Payment. Company and Dealer each acknowledges and agrees that, by paying the Premium hereunder to Company, on the Premium Payment Date Dealer will have made a payment for purposes of paying up the aggregate par value of the Shares issuable pursuant to the Transaction (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction), equal to EUR554,775.54 EUR 364,110 (the “Initial Par Value Payment”). Upon receipt, the Company shall reserve the Initial Par Value Payment and apply the Initial Par Value Payment against the obligation to pay-up the Shares upon issue of the Shares. To the extent that the Initial Par Value Payment exceeds the aggregate nominal value of the Shares issued, then such excess shall be regarded as share premium. Company acknowledges and agrees that such Initial Par Value Payment constitutes, based on the par value per Share as of the date hereof, a payment (volstorting) of the par value of the Shares sufficient under Dutch law to give effect to the issuance by Company to Dealer of a number of Shares equal to the Maximum Number of Shares Shares. (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction). Company represents and warrants to, and acknowledges and agrees with, Dealer that Company has not taken, and will not take or permit to be taken, any action that would result in the Maximum Number of Shares (subject to adjustment as set forth herein) exceeding the Par Value Delivery Number, and in no event will such an excess occur prior to final settlement, payment or delivery in full of Company’s obligations to Dealer hereunder. In addition, it shall constitute a Potential Adjustment Event if on any day during the period from and including the Trade Date, to and including the final Expiration Date, Company or its controlled affiliates make a public announcement of any transaction or event, or any previously announced transaction or event, that, in the reasonable opinion of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Maximum Number of Shares (subject to adjustment as set forth herein) to exceed the Par Value Delivery Number. Company will promptly notify Dealer of any change to the par value of the Shares. Each of Company and Dealer acknowledges and agrees that if, following any subsequent adjustment to the Transaction, the Maximum Number of Shares exceeds the Maximum Number of Shares as of the date hereof (the “Initial Maximum Number of Shares”), Company may use such additional funds or resources of the Company as it may in its discretion determine to the extent required to pay up the par value of the Shares issuable in excess of the Initial Maximum Number of Shares and apply such funds for the payment of the par value of such shares (which payment or source of funds, for the avoidance of doubt, will not result in a holding period (within the meaning of Rule 144) for Dealer with respect to the Warrants, or any Shares issuable upon settlement thereof, that commences after the Premium Payment Date) (such payment, when actually paid or applied by the Company and notified in writing to Dealer, together with the Initial Par Value Payment, the “Par Value Payment”). For the avoidance of doubt, and without limitation of any payment or settlement obligation that Company may otherwise have under this Confirmation or in respect of the Warrants, the Company is not required to return to Dealer the portion of the Par Value Payment corresponding to any Warrants that expire on the relevant Expiration Date without being exercised or are early terminated and in respect of which no Shares are otherwise deliverable to Dealer.