Common use of Subsequent to Registration of Capital Increase Clause in Contracts

Subsequent to Registration of Capital Increase. If the Termination Event occurs after registration of the Capital Increase or on a date on which the application for the registration of the Capital Increase with the Commercial Register can no longer be withdrawn, or if despite a request a withdrawal does not occur for other reasons, the following shall apply: (i) the Representatives at their option and in their sole discretion, on behalf of the several Underwriters, may terminate this Agreement and the Pricing Agreement, if any, on behalf of the several Underwriters; provided, however, that the obligation of the Underwriters hereunder to acquire the New Shares at a purchase price equal to the notional par value of the New Shares shall remain in force and survive any such termination. The Representatives may, however, release the other Underwriters of this obligation in their sole discretion. Subject to the foregoing, in the event of any such termination, the obligations of the Underwriters towards the Company and Infineon to acquire and offer Offered Securities terminate. In such circumstances any Existing Shares that have already been transferred shall be retransferred to Infineon. (ii) The Representatives shall have the right to sell to Infineon, and Infineon shall have the obligation to purchase from the Representatives all of the New Shares against payment to the Representatives of the notional par value of such New Shares. Any such sale by the Representatives to Infineon shall be consummated within a period of ten business days following the termination notification in accordance with this Section 9. (iii) If the sale of the New Shares to Infineon pursuant to subsection (ii) above is not consummated within a period of ten business days following the termination notification in accordance with this Section 9, the Underwriters shall also be entitled to sell the New Shares to any other person or person as they deem best in their sole discretion and, in the event of any such sale, shall forward to the Company any proceeds received by them from such disposition less the amount credited to the Capital Increase Account and less the underwriting commission pursuant to Section 4(l).

Subsequent to Registration of Capital Increase. If at any time after the Termination Event occurs after registration of the Capital Increase or on a date on which the application for the registration execution of the Capital Increase with the Commercial Register can no longer and before the Second Closing Date, one or more of the conditions set out in Article 8(4) under lit. (a) through (i) of this Agreement is not satisfied, the Process Bank shall be withdrawnentitled to terminate this Agreement on behalf of the Underwriters, or if despite a request a withdrawal except as provided in subsection (3) below. In this event, the Underwriters shall be released from their obligation to purchase the New Shares and pay the Subscription Price (less the Issue Price already paid) for the New Shares. The termination of this Agreement does not occur apply to the provisions as set out in Article 6 of this Agreement; in addition, the Company shall be obliged to reimburse for other reasonsreasonable expenses as set out in Article 9(2) of this Agreement. In the event of a termination pursuant to this subsection (2), the following procedure shall apply: (ia) During a period not exceeding five Business Days after the Representatives at their option and in their sole discretiontermination of this Agreement, the Company shall discuss with the Process Bank on behalf of the several UnderwritersUnderwriters whether, may terminate this Agreement and for what period, the Pricing Agreement, if any, on behalf of the several Underwriters; provided, however, that the obligation of the Underwriters hereunder to acquire the New Shares at a purchase price equal to the notional par value offer and sale of the New Shares shall remain in force and survive any such termination. The Representatives may, however, release the other Underwriters of this obligation in their sole discretion. Subject be postponed (giving regard to the foregoingpublication of the nine months results of the Company) or whether, subject to subsection (3) below, the Company may designate one or more third parties to purchase the New Shares in accordance with the applicable laws and the Articles of Association of the Company. In the event of any such termination, the obligations of the Underwriters towards the Company and Infineon to acquire and offer Offered Securities terminate. In such circumstances any Existing Shares that have already been transferred shall be retransferred to Infineon. (ii) The Representatives shall have the right to sell to Infineon, and Infineon shall have the obligation to purchase from the Representatives all of the New Shares against payment to the Representatives of the notional par value of such New Shares. Any such sale by the Representatives to Infineon shall be consummated within a period of ten business days following the termination notification in accordance with this Section 9. (iii) If the sale rights offering or an offering of the New Shares to Infineon third parties, the Underwriters shall, subject to mandatory provisions of the German Stock Corporation Act, only be obliged to deliver such New Shares to the respective third party against payment of the Subscription Price, commissions, fees and expenses pursuant to subsection Article 7 of this Agreement and reimbursement for the expenses incurred in connection with the financing of the Issue Price. The obligation of the Company to reimburse for other expenses remains unaffected. (iib) above is not consummated If the Company and the Process Bank on behalf of the Underwriters fail to agree on a procedure to be applied within a period of ten business days following five Business Days, or if none of the transactions as contemplated under (a) above has taken place within two months after termination notification in accordance with of this Section 9Agreement, the Underwriters shall also be entitled may, subject to subsection (3) below, sell the New Shares at their discretion, using their best efforts that these shares are broadly placed (the “Exit Offering”), provided that (i) if such sales are effected at a price below the Subscription Price, such sales have to any other person or person be made subject to a rights offering in accordance with Section 186(5) of the German Stock Corporation Act at such lower price to the Company’s shareholders. As soon as they deem best practicable after notification by the Process Bank on behalf of the Underwriters, of the intention to conduct the Exit Offering, the Company shall procure that the Management Board and Supervisory Board adopt the resolutions necessary to reduce the Subscription Price and to authorize the Exit Offering. This Agreement shall apply mutatis mutandis to the Exit Offering except that in their sole discretion and, in the event of any such sale, a termination of the Exit Offering Articles 10(2)(a) and 10(2)(b) of this Agreement shall forward to not apply. The Underwriters shall retain the Company any proceeds received amount paid by them from such disposition less in respect of the amount credited to Issue Price of the Capital Increase Account New Shares, the costs incurred in financing the Issue Price, if any, commissions as provided for in Article 7 of this Agreement and less the underwriting commission pursuant to Section 4(l)expenses incurred in connection with the subscription and the placement of the New Shares. The Company shall receive the remainder of the proceeds.

Subsequent to Registration of Capital Increase. If the Termination Event occurs after registration of the Capital Increase or on a date on which the application for the registration of the Capital Increase with the Commercial Register can no longer be withdrawn, or if despite a request a withdrawal does not occur for other reasons, the following shall apply: (i1) the Representatives Representative at their its option and in their its sole discretion, on behalf of the several Underwriters, may terminate this Agreement and the Pricing Agreement, if any, on behalf of the several Underwriters; provided, however, that the obligation of the Underwriters hereunder to acquire the New Firm Shares at a purchase price equal to the notional par value of the New Shares Issue Price shall remain in force and survive any such termination. The Representatives Representative may, however, release the other Underwriters of this obligation in their its sole discretion. Subject to the foregoing, in the event of any such termination, the obligations of the Underwriters towards the Company and Infineon the Selling Shareholders to acquire and offer Offered Securities terminate. In such circumstances any Existing Shares that have already been transferred shall be retransferred to Infineon. (ii2) The Representatives Representative shall have the right to sell to Infineonthe Selling Shareholders, and Infineon the Selling Shareholders shall have the obligation to purchase from the Representatives Representative, all of the New Firm Underlying Shares against payment to the Representatives Representative of the notional par value Issue Price of such New Firm Underlying Shares. Any such sale by the Representatives Representative to Infineon the Selling Shareholders shall be consummated within a period of ten business days following the termination notification in accordance with this Section 98. (iii3) If the sale of the New Firm Underlying Shares to Infineon the Selling Shareholders pursuant to subsection paragraph (ii2) above is not consummated within a period of ten business days following the termination notification in accordance with this Section 98 or either Selling Shareholder fails to comply with its obligation under paragraph (2) above, to purchase the Firm Underlying Shares from the Representative, the Company may, to the extent legally possible, designate one or more third parties to whom all or the remaining Firm Underlying Shares shall be sold in whole within a period not exceeding ten business days, and the Company shall cause such third party or parties to pay to the Underwriters a purchase price per Firm Underlying Share determined by the Company, which shall be at least equal to the Issue Price plus any costs and expenses per Firm Underlying Share incurred by the Underwriters in connection with the financing of the Issue Price from the Subscription Date to the date of such sale, any other costs and expenses per Firm Underlying Share arising from the foregoing procedures as well as any other costs and expenses pursuant to Section 3(c)(i). From the proceeds of such sale, the Underwriters shall forward to the Company any proceeds received by them from such disposition less the Aggregate Issue Price credited directly to the Capital Increase Account. In the event that either Selling Shareholder has failed to comply with its obligation under paragraph (2) above, to purchase the Firm Underlying Shares from the Representative, such Selling Shareholder shall be liable to the Representative for all losses, if any, incurred by them as a result of the sale of the Firm Underlying Shares to a third party or third parties designated by the Company pursuant to this paragraph (3) or the sale to any other person pursuant to paragraph (4) below, in each case as compared to a (hypothetical) sale of the Firm Underlying Shares to the Selling Shareholders pursuant to paragraph (2) above. (4) If and to the extent the Company fails to designate such third party or third parties within the period set forth above in paragraph (3), or if following such designation the sale of the Firm Underlying Shares to the designated third party or parties pursuant to paragraph (3) above is not consummated within the period set forth therein, the Underwriters shall also be entitled to sell the New Firm Underlying Shares to any other person or person as they deem best in their sole discretion and, in the event of any such sale, shall forward to the Company any proceeds received by them from such disposition less the amount credited to the Capital Increase Account and less (a) the underwriting commission Issue Price converted from euro into U.S. dollar multiplied by the number of Firm Underlying Shares sold in accordance with this Section 8(a)(iii)(4), (b) an amount equal to the difference between the Public Offering Price and the Purchase Price multiplied by the number of Firm Underlying Shares sold in accordance with this Section 8(a)(iii)(4), (c) any costs and expenses incurred by the Underwriters in connection with the financing of the Aggregate Issue Price from the date of the subscription of the Firm Underlying Shares to the date of such sale, (d) any other costs and expenses per Firm Underlying Share incurred by the Underwriters in connection with or arising from the foregoing procedures, as well as (e) any other costs and expenses per Firm Underlying Share reimbursable pursuant to Section 4(l)5.

Subsequent to Registration of Capital Increase. If at any time after the Termination Event occurs after registration of the Capital Increase or on a date on which the application for the registration execution of the Capital Increase with the Commercial Register can no longer and before the Second Closing Date, one or more of the conditions set out in Article 8(4) under lit. (a) through (g) of this Agreement is not satisfied, the Process Bank shall be withdrawnentitled to terminate this Agreement on behalf of the Underwriters, or if despite a request a withdrawal except as provided in subsection (3) below. In this event, the Underwriters shall be released from their obligation to purchase the New Shares and pay the Subscription Price (less the Issue Price already paid) for the New Shares. The termination of this Agreement does not occur apply to the provisions as set out in Article 6 of this Agreement; in addition, the Company shall be obliged to reimburse for other reasonsreasonable expenses as set out in Article 9(2) of this Agreement. In the event of a termination pursuant to this subsection (2), the following procedure shall apply: (ia) During a period not exceeding five Business Days after the Representatives at their option and in their sole discretiontermination of this Agreement, the Company shall discuss with the Process Bank on behalf of the several UnderwritersUnderwriters whether, may terminate this Agreement and for what period, the Pricing Agreement, if any, on behalf of the several Underwriters; provided, however, that the obligation of the Underwriters hereunder to acquire the New Shares at a purchase price equal to the notional par value offer and sale of the New Shares shall remain in force and survive any such termination. The Representatives may, however, release the other Underwriters of this obligation in their sole discretion. Subject be postponed (giving regard to the foregoingpublication of the nine months results of the Company) or whether, subject to subsection (3) below, the Company may designate one or more third parties to purchase the New Shares in accordance with the applicable laws and the Articles of Association of the Company. In the event of any such termination, the obligations of the Underwriters towards the Company and Infineon to acquire and offer Offered Securities terminate. In such circumstances any Existing Shares that have already been transferred shall be retransferred to Infineon. (ii) The Representatives shall have the right to sell to Infineon, and Infineon shall have the obligation to purchase from the Representatives all of the New Shares against payment to the Representatives of the notional par value of such New Shares. Any such sale by the Representatives to Infineon shall be consummated within a period of ten business days following the termination notification in accordance with this Section 9. (iii) If the sale rights offering or an offering of the New Shares to Infineon third parties, the Underwriters shall, subject to mandatory provisions of the German Stock Corporation Act, only be obliged to deliver such New Shares to the respective third party against payment of the Subscription Price, commissions, fees and expenses pursuant to subsection Article 7 of this Agreement and reimbursement for the expenses incurred in connection with the financing of the Issue Price. The obligation of the Company to reimburse for other expenses remains unaffected. (iib) above is not consummated If the Company and the Process Bank on behalf of the Underwriters fail to agree on a procedure to be applied within a period of ten business days following five Business Days, or if none of the transactions as contemplated under (a) above has taken place within two months after termination notification in accordance with of this Section 9Agreement, the Underwriters shall also be entitled may, subject to subsection (3) below, sell the New Shares at their discretion, using their best efforts that these shares are broadly placed (the “Exit Offering”), provided that (i) if such sales are effected at a price below the Subscription Price, such sales have to any other person or person be made subject to a rights offering in accordance with Section 186 (5) of the German Stock Corporation Act at such lower price to the Company’s shareholders. As soon as they deem best practicable after notification by the Process Bank on behalf of the Underwriters, of the intention to conduct the Exit Offering, the Company shall procure that the Management Board and Supervisory Board adopt the resolutions necessary to reduce the Subscription Price and to authorize the Exit Offering. This Agreement shall apply mutatis mutandis to the Exit Offering except that in their sole discretion and, in the event of any such sale, a termination of the Exit Offering Articles 10 (2)(a) and 10 (2)(b) of this Agreement shall forward to not apply. The Underwriters shall retain the Company any proceeds received amount paid by them from such disposition less in respect of the amount credited to Issue Price of the Capital Increase Account New Shares, the costs incurred in financing the Issue Price, if any, commissions as provided for in Article 7 of this Agreement and less the underwriting commission pursuant to Section 4(l)expenses incurred in connection with the subscription and the placement of the New Shares. The Company shall receive the remainder of the proceeds.