Common use of Authorization of Deposit Agreement Clause in Contracts

Authorization of Deposit Agreement. The Deposit Agreement has been duly authorized, and when executed and delivered by the Company will, assuming due authorization, execution and delivery by the Depositary, constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Upon the issuance, sale and payment for the underlying Offered Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the Offered ADSs against the deposit of the underlying Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered ADSs and ADRs will be duly and validly issued, and the persons in whose names the Offered ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Upon the exercise of the Warrants pursuant to their terms, the issuance, sale and payment for the Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying the Warrant against the deposit of the underlying Warrant Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs and ADRs will be duly and validly issued, and the persons in whose names the ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. There has been no change in the Company’s agreement with the Depositary in connection with any pre-release of the Company’s ADRs and no such change is currently contemplated.

Authorization of Deposit Agreement. The Deposit Agreement has been duly authorizedauthorized by the Company, and when executed and delivered by the Company will, assuming due authorization, execution and delivery by the Depositary, constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Upon the issuance, sale and payment for the underlying Offered Underlying Ordinary Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs ADSs evidencing the Offered ADSs Shares against the deposit of the underlying Underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered Shares and ADSs and ADRs will be duly and validly issued, and the persons in whose names the Offered ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package Statement and the Prospectus. Upon the exercise of the Warrants pursuant to their terms, the issuance, sale and payment for the Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying the Warrant Warrants against the deposit of the underlying Warrant Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs and ADRs will be duly and validly issued, and the persons in whose names the ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package Statement and the Prospectus. There has been no change in the Company’s agreement with the Depositary in connection with any pre-release of the Company’s ADRs ADSs and no such change is currently contemplated.

Authorization of Deposit Agreement. The Deposit Agreement has been duly authorizedauthorized by the Company, and when executed and delivered by the Company will, assuming due authorization, execution and delivery by the Depositary, constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally generally, (ii) enforceability of any indemnification or contribution provisions may be limited under the federal or general equitable principles. Upon the issuance, sale and payment for the underlying Offered Public Securities in accordance with the terms hereof and the due issuance by the Depositary of the Closing ADSs or Option ADSs, as the case may be, against the deposit of the Underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Public Securities and applicable Underlying Ordinary Shares will be duly and validly issued, and the persons in whose names the Closing ADSs or Option ADSs, as the case may be, are registered will be entitled to the rights specified in the Deposit Agreement; and the Deposit Agreement and the ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, General Disclosure Package and the Prospectus. Upon the exercise of the Representative’s Warrants pursuant to their terms, the issuance, sale and payment for the Representative’s Warrant ADSs in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the Offered such Representative’s Warrant ADSs against the deposit of the underlying Warrant Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered Representative’s Warrant ADSs and ADRs will be duly and validly issued, and the persons in whose names the Offered Representative’s Warrant ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Upon the exercise of the Warrants pursuant to their terms, the issuance, sale and payment for the Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying the Warrant against the deposit of the underlying Warrant Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs and ADRs will be duly and validly issued, and the persons in whose names the ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package Statement and the Prospectus. There has been no change in the Company’s agreement with the Depositary in connection with any pre-release of the Company’s ADRs ADSs and no such change is currently contemplated.

Authorization of Deposit Agreement. The Deposit Agreement has been duly authorized, and when executed and delivered by the Company willand, assuming the due authorization, execution and delivery by the Depositarycounterparties thereto, constitute constitutes a legal, valid and legally binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, except as may be limited by applicable subject to (A) the effects of bankruptcy, insolvency, reorganization, moratorium or other reorganization and similar laws of general applicability relating to or affecting creditors’ rights generally or and (B) general equitable principlesprinciples (whether considered in a proceeding in equity or at law), and the Company has taken all corporate actions required by its articles of association, or other constitutional documents, and Austrian law in connection with the performance of its obligations under the Deposit Agreement. Upon the issuance, sale and payment for the underlying Offered Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the Offered Underwritten ADSs against the deposit of the underlying Underwritten Shares in respect thereof in accordance with the provisions of the Deposit Agreement, and upon payment by the Underwriter for the Underwritten Shares evidenced thereby in accordance with the provisions of this Agreement, such Offered Underwritten ADSs and evidenced by such ADRs will be duly and validly issued, and the persons in whose names the Offered ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, therein and in the Deposit Agreement; . The issuance and sale of the Offered Shares by the Company and the deposit of Offered Shares with the Depositary and the issuance of the ADRs evidencing such Offered Shares as contemplated by this Agreement and the Deposit Agreement will neither (A) cause any holder of any Common Shares or ADSs, securities convertible into or exchangeable or exercisable for Common Shares or ADSs or options, warrants or other rights to purchase Common Shares or ADSs or any other securities of the Company to have any right to acquire any Common Shares or shares of preferred stock of the Company nor (B) trigger any anti-dilution rights of any such holder with respect to such Common Shares, ADSs, securities, options, warrants or rights, other than any such rights in clauses (A) and (B) that have been duly and validly satisfied, or excluded or waived. The Deposit Agreement and the ADRs conform in all material respects to the descriptions each description thereof contained in the Registration Statement, the General Disclosure Package and the ProspectusPackage. Upon the exercise Each holder of the Warrants ADRs issued pursuant to their termsthe Deposit Agreement shall be entitled, the issuance, sale and payment for the Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying the Warrant against the deposit of the underlying Warrant Shares in respect thereof in accordance with the provisions of subject to the Deposit Agreement, such ADSs and ADRs will be duly and validly issued, and to seek enforcement of its rights through the persons in whose names Depositary or its nominee registered as a representative of the ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and holders of the ADRs conform in all material respects to the descriptions thereof contained in the Registration Statementa direct suit, the General Disclosure Package and the Prospectus. There has been no change in action or proceeding against the Company’s agreement with the Depositary in connection with any pre-release of the Company’s ADRs and no such change is currently contemplated.

Authorization of Deposit Agreement. The Deposit Agreement has been duly authorizedauthorized by the Company, and when executed and delivered by the Company will, assuming due authorization, execution and delivery by the Depositary, constitute constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Upon the issuance, sale and payment for the underlying Offered Underlying Ordinary Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs ADSs evidencing the Offered ADSs Shares against the deposit of the underlying Underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered Shares and ADSs and ADRs will be duly and validly issued, and the persons in whose names the Offered ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package Statement and the Prospectus. Upon the exercise of the Warrants pursuant to their terms, the issuance, sale and payment for the Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying the Warrant Warrants against the deposit of the underlying Warrant Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs and ADRs will be duly and validly issued, and the persons in whose names the ADSs and ADRs are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package Statement and the Prospectus. There has been no change in the Company’s agreement with the Depositary in connection with any pre-release of the Company’s ADRs ADSs and no such change is currently contemplated.

Authorization of Deposit Agreement. The Deposit Agreement has been duly authorizedauthorized by the Company, and when executed and delivered by the Company will, assuming due authorization, execution and delivery by the Depositary, constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Upon the issuance, sale and payment for the underlying Offered Public Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the Offered ADSs Public Shares against the deposit of the underlying Underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered ADSs Public Shares and ADRs Underling Ordinary Shares will be duly and validly issued, and the persons in whose names the Offered ADSs and ADRs Public Shares are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Upon the exercise of the Representative’s Warrants pursuant to their terms, the issuance, sale and payment for the Representative’s Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying the Warrant Representative’s Warrants against the deposit of the underlying Representative’s Warrant Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs and ADRs Representative’s Warrant Shares will be duly and validly issued, and the persons in whose names the ADSs and ADRs Representative’s Warrant Shares are registered will be entitled to the rights specified therein, respectively, and in the Deposit Agreement; and the Deposit Agreement and the ADRs ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package Statement and the Prospectus. There has been no change in the Company’s agreement with the Depositary in connection with any pre-release of the Company’s ADRs ADSs and no such change is currently contemplated.