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Contract analysis / draft-selling-shareholder-certificate.docx
draft-selling-shareholder-certificate.docx
1032-00003 · 7 clauses
High · 0 Medium · 0 Standard · 0
1. Execution. This is a form certificate. Two separate originals shall be executed — one
1. Execution. This is a form certificate. Two separate originals shall be executed — one by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and one by Kestrel Capital Partners Aktiengesellschaft. Each Selling Shareholder shall complete the applicable bracketed placeholders with the information specific to such Selling Shareholder as set forth in Schedule A.
2. Letterhead / Format. The Certificate may be printed on the executing Selling Sharehold
2. Letterhead / Format. The Certificate may be printed on the executing Selling Shareholder's letterhead or on plain paper, at the preference of the executing Selling Shareholder and its counsel.
3. Delivery. Executed originals of this Certificate shall be delivered to Westbridge Secu
3. Delivery. Executed originals of this Certificate shall be delivered to Westbridge Securities LLC (as Representative of the Underwriters) and to Calderwood & Harkness LLP (as United States counsel to the Company) at or prior to the Closing Date (target: July 6, 2026). Delivery may be made by hand, overnight courier, or electronic transmission (PDF), with originals to follow by overnight courier.
4. Copies. Copies of the executed Certificate shall be provided to:
4. Copies. Copies of the executed Certificate shall be provided to: • Varen & Kessler LLP (United States counsel to the Underwriters) • Bähr Stein Rechtsanwälte (German counsel to the Company) • Prumvane Thornton LLP (German counsel to the Underwriters)
5. Overallotment Option. If the overallotment option is exercised by the Underwriters (fo
5. Overallotment Option. If the overallotment option is exercised by the Underwriters (for up to 3,210,000 additional ADSs, representing up to 6,420,000 Ordinary Shares), a supplemental or bring-down certificate in substantially the form of this Certificate, updated as of the applicable Option Closing Date, may be required to be delivered by each Selling Shareholder selling additional Ordinary Shares in connection wi
6. Cross-References. Bracketed section numbers (indicated by "[●]") are to be completed o
6. Cross-References. Bracketed section numbers (indicated by "[●]") are to be completed once the final form of the Underwriting Agreement is executed. Counsel should ensure that all cross-references correspond to the applicable sections of the Underwriting Agreement as finalized.
7. Related-Party Disclosure. Margarethe Wendt, Managing Director (Geschäftsführerin) of R
7. Related-Party Disclosure. Margarethe Wendt, Managing Director (Geschäftsführerin) of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, is the sister of Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender) of Halcyon Semiconductor Aktiengesellschaft. This related-party relationship is disclosed in the Registration Statement and the Prospectus under the heading "Related Party Transacti