Common use of Sale of Firm Securities or Applicable Optional Securities Clause in Contracts

Sale of Firm Securities or Applicable Optional Securities. In addition, if an Event of Non-Completion occurs and, (i) the Company fails to acquire or cause a third party to acquire the Firm Securities or Applicable Optional Securities, as applicable, in accordance with Section 14(b) at any time after the Event of Non-Completion; and (ii) in the event and to the extent 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 insufficient freely disposable reserves, or if the Put Option is not exercised within the deadline set forth in Section 14(c); and (iii) the Capital Reduction has not been resolved by the shareholders’ meeting of the Company within seventy days after the Event of Non-Completion, the Representatives, acting on behalf of the several Underwriters, are entitled to sell any or all Firm Securities or Applicable Optional Securities on terms which the Representatives deem fit under the circumstances. The difference between the proceeds of such sale and the nominal amount of such Firm Securities or Applicable Optional Securities, as applicable, sold, less the costs and expenses pursuant to Section 14(f) reasonably incurred by the Representatives in connection with the sale, if any, shall be transferred to the Company.

Sale of Firm Securities or Applicable Optional Securities. In addition, if an Event of Non-Completion occurs and, (i) the Company fails to acquire or cause a third party to acquire the Firm Securities or Applicable Optional Securities, as applicable, in accordance with Section 14(b) at any time after the Event of Non-Completion; and (ii) in the event and to the extent 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 insufficient freely disposable reserves, or if the Put Option is not exercised within the deadline set forth in Section 14(c); and (iii) the Capital Reduction has not been resolved by the shareholders’ meeting of the Company within seventy one hundred twenty days after the Event of Non-Completion, or such longer period as may be agreed between the Company and the Representative, the Representatives, acting on behalf of the several Underwriters, are entitled to sell any or all Firm Securities or Applicable Optional Securities on terms which the Representatives deem fit under the circumstances. The difference between the proceeds of such sale and the nominal amount par value of such Firm Securities or Applicable Optional Securities, as applicable, sold, less the costs and expenses pursuant to Section 14(f) reasonably incurred by the Representatives in connection with the sale, if any, shall be transferred to the Company. For the avoidance of doubt, the Representatives, acting on behalf of the several Underwriters, acknowledge and agree that following an Event of Non-Completion, except in the circumstances specified in this Section 14, no sale or transfer of any or all of the Firm Securities or Applicable Optional Securities shall be permitted without the prior written consent of the Company.