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Contract analysis / underwriting-schedule-selling-shareholders.docx
underwriting-schedule-selling-shareholders.docx
1032-00003 · 10 clauses
High · 1 Medium · 2 Standard · 2
Section 1. Identification of Selling Shareholders
Section 1. Identification of Selling Shareholders The following are the Selling Shareholders party to the Underwriting Agreement: 1.1 Selling Shareholder No. 1 — Rheintal Industrieholding GmbH Full Legal Name: Rheintal Industrieholding Gesellschaft mit beschränkter Haftung Short Name / Reference: "Rheintal" Entity Type: Gesellschaft mit beschränkter Haftung (GmbH) — a limited liability company organized under the law
Section 2. Shares Beneficially Owned Prior to the Offering
Section 2. Shares Beneficially Owned Prior to the Offering The following table sets forth certain information regarding the beneficial ownership of ordinary shares (Stammaktien), no par value, of the Company by each Selling Shareholder as of immediately prior to the closing of the Offering, before giving effect to (i) the sale of ordinary shares by the Selling Shareholders in the Offering and (ii) the issuance of new
Section 3. Shares to be Sold in the Offering (Firm ADSs) High
⚑ Non-compete / exclusivity restraint
Section 3. Shares to be Sold in the Offering (Firm ADSs) 3.1 Number of Firm Shares and Firm ADSs to be Sold by the Selling Shareholders The following table sets forth the number of ordinary shares to be sold by each Selling Shareholder and the corresponding number of American Depositary Shares ("ADSs") to be delivered by such Selling Shareholder to the Underwriters pursuant to the Underwriting Agreement: Table 3-1: F
Section 4. Overallotment Option (Additional ADSs) Standard
⚑ Commercial term
Section 4. Overallotment Option (Additional ADSs) The Underwriters have been granted an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to 3,210,000 additional ADSs (the "Additional ADSs") at the public offering price per ADS set forth in the Pricing Agreement, less the underwriti
Section 5. Shares Beneficially Owned After the Offering
Section 5. Shares Beneficially Owned After the Offering 5.1 Post-Offering Beneficial Ownership — Assuming No Exercise of Overallotment Option The following table sets forth certain information regarding the beneficial ownership of ordinary shares of the Company by each Selling Shareholder immediately following the closing of the Offering, assuming no exercise of the Overallotment Option and giving effect to (i) the s
Section 6. Lock-Up Undertakings of Selling Shareholders
Section 6. Lock-Up Undertakings of Selling Shareholders Each Selling Shareholder has agreed, pursuant to a Lock-Up Letter Agreement dated as of the date of the Underwriting Agreement and delivered to and in favor of Westbridge Securities LLC, as Representative of the several Underwriters (each, a "Lock-Up Letter Agreement"), that for a period of 180 days following the date of the Pricing Agreement (the "Lock-Up Perio
Section 7. Selling Shareholder Representations and Warranties — Cross-Reference
Section 7. Selling Shareholder Representations and Warranties — Cross-Reference Each Selling Shareholder has made certain representations and warranties to the Company and to the several Underwriters, as set forth in Section 2 of the Underwriting Agreement. Without limiting the generality of such Section, each Selling Shareholder has represented and warranted to the Underwriters, severally and not jointly, as of the
Section 8. Custody Arrangements and Power of Attorney Medium
⚑ Notice / time limit to track
Section 8. Custody Arrangements and Power of Attorney 8.1 Custody Agreement and Irrevocable Power of Attorney Each Selling Shareholder has entered into a Custody Agreement and Irrevocable Power of Attorney (collectively, the "Custody Documents"), each dated as of the date of the Underwriting Agreement, in form and substance satisfactory to the Representative, pursuant to which such Selling Shareholder has (i) appoint
Section 9. Tax Withholding and Payment Mechanics Standard
⚑ Commercial term
Section 9. Tax Withholding and Payment Mechanics 9.1 Payment of Net Proceeds Net proceeds payable to each Selling Shareholder shall be wired by the Representative (on behalf of the several Underwriters) in accordance with the wire transfer instructions provided by each Selling Shareholder (or the Custodian, on behalf of such Selling Shareholder) to the Representative, such instructions to be delivered in writing at l
Section 10. Notices Medium
⚑ Notice / time limit to track
Section 10. Notices All notices, requests, consents, and other communications required or permitted to be given under the Underwriting Agreement or this Schedule to any Selling Shareholder shall be in writing and shall be delivered (by personal delivery, internationally recognized overnight courier service, or electronic mail, with confirmation of receipt) to the applicable Selling Shareholder at the address set fort