Common use of Capital Increases Clause in Contracts

Capital Increases. 9.1 In the event that the Company’s share capital is increased, including those capital increases that are part of a merger in which the Company is the absorbing company, the following alternative rules shall apply: 9.1.1 if the increase of capital is made through capitalization of reserves pursuant to art. 2481-ter of the Civil Code, the Second Italian Pledge over Quota shall continue to encumber the Quota held by the Pledgor, which, pursuant to art. 2481-ter, alinea 2 of the Civil Code, shall remain unchanged; 9.1.2 if the capital increase occurs as a result of new capital contribution, according to Article 6.3, the newly issued quota or quotas shall be automatically encumbered by and or subjected to the Second Italian Pledge over Quota by virtue of this agreement. 9.2 Subject to the provisions of Article 2.2 of this Agreement, the Pledgor undertakes in any case to subscribe in full all such capital increases as shall have been authorized by the Company’s charter or resolved upon by any extraordinary meeting of the Company at which a favourable vote was expressed by the Pledgor. Should the Pledgor fail to comply with the aforesaid subscription undertaking, the Collateral Agent shall be entitled to subscribe said capital increase in the name and on behalf of the Pledgor and to debit the Pledgor any relative expense or cost arising therefrom, including the fee paid to the Company for the subscription. 9.3 The Pledgor undertakes to: 9.3.1 cause the Second Italian Pledge over Quota to be noted in the Company’s share ledger in a form substantially similar to that in Annex B, in relation to any new quota that may be hereafter held by the Pledgor, as a result of any gratuitous assignment or subscription of newly issued quotas, to which the Pledge extends; 9.3.2 deliver to the Collateral Agent a true copy or an extract of the pages in the Company’s share ledger showing said annotation, whose conformity with the original shall be certified by a Notary Public. 9.4 Without prejudice to the provisions of Article 7 (Pledgor’s Undertakings), and only with the prior written consent of the Collateral Agent, regarding the Company’s merger, and without prejudice to the Pledgor’s liability for infringement of such undertakings, in the event of the Company’s merger with another company, the pledge rights established pursuant to this agreement are understood to be hereby extended to: 9.4.1 shareholdings or stocks that, as a result of the merger, will be assigned to the Pledgor by said other company, in exchange for the Quota. 9.4.2 shareholdings or stocks representing the entire share capital of any other company (the “Absorbing Company”) with which the Company will be amalgamated as a result of a merger by amalgamation, whether direct or inverse; in this case, the pledge registered on the Company’s Quota shall be reregistered on the share of the Absorbing Company attributed to the Pledgor (or to another entity of person at that time constituting the quotaholder of the Company) by virtue of the aforesaid merger. 9.5 In the cases envisaged under the preceding Paragraph 9.4, the Pledgor undertakes to (i) ensure that the documents relating to the merger, whether direct or inverse, of the Company with another company, contain language deemed satisfactory by the Collateral Agent in order to safeguard the pledge rights established pursuant to this agreement and to ensure that such rights shall be maintained and/or extended to the shareholdings and stocks, mentioned at the above paragraphs 9.4.1 and 9.4.2; (ii) sign, on the same date as the agreement of any merger in which the Company participates, (a) an act recognising the pledge rights established pursuant to this agreement, in a form deemed satisfactory by the Collateral Agent or, (b) if requested in good faith by the Collateral Agent, a new pledge agreement containing substantially the same provisions as those set out herein, to be filed with the competent Companies Registry; and (iii) ensure that the company issuing the shareholdings or stocks assigned at the time of merger to the Pledgor, or in those cases envisaged at the preceding paragraph 9.4.2, the Absorbing Company, shall proceed promptly to comply with the required legal formalities, in accordance with the provisions of Article 5 (“Perfection of the Pledge as Collateral on Quota”) and shall deliver to the Collateral Agent a true extract of the pages of said company’s share ledger showing the Second Italian Pledge over Quota’s annotation. 9.6 The pledge rights on the Pledgor’s quota resulting from any increase of the Company’s stated capital, according to the provisions of the preceding paragraphs, shall be considered, for all purposes of, and within the limits allowed by, the law the same pledge rights as were originally created and perfected hereby, shall take effect on the same date hereof and shall be subject to the same provisions contained herein. 9.7 The costs deriving from the undertakings provided for by this Article shall be borne by the Pledgor.

Capital Increases. 9.1 In the event that the Company’s share capital is increased, including those capital increases that are part of a merger in which the Company is the absorbing company, the following alternative rules shall apply: 9.1.1 if the increase of capital is made through capitalization of reserves pursuant to art. 2481-ter of the Civil Code, the Second First Italian Pledge over Quota shall continue to encumber the Quota held by the Pledgor, which, pursuant to art. 2481-ter, alinea 2 of the Civil Code, shall remain unchanged; 9.1.2 if the capital increase occurs as a result of new capital contribution, according to Article 6.3, the newly issued quota or quotas shall be automatically encumbered by and or subjected to the Second First Italian Pledge over Quota by virtue of this agreement. 9.2 Subject to the provisions of Article 2.2 of this Agreement, the The Pledgor undertakes in any case to subscribe in full all such capital increases as shall have been authorized by the Company’s charter or resolved upon by any extraordinary meeting of the Company at which a favourable vote was expressed by the Pledgor. Should the Pledgor fail to comply with the aforesaid subscription undertaking, the Collateral Agent shall be entitled to subscribe said capital increase in the name and on behalf of the Pledgor and to debit the Pledgor any relative expense or cost arising therefrom, including the fee paid to the Company for the subscription. 9.3 The Pledgor undertakes to: 9.3.1 cause the Second First Italian Pledge over Quota to be noted in the Company’s share ledger in a form substantially similar to that in Annex B, in relation to any new quota that may be hereafter held by the Pledgor, as a result of any gratuitous assignment or subscription of newly issued quotas, to which the First Italian Pledge over Quota extends; 9.3.2 deliver to the Collateral Agent a true copy or an extract of the pages in the Company’s share ledger showing said annotation, whose conformity with the original shall be certified by a Notary Public. 9.4 Without prejudice to the provisions of Article 7 (Pledgor’s Undertakings), and only with the prior written consent of the Collateral Agent, regarding the Company’s merger, and without prejudice to the Pledgor’s liability for infringement of such undertakings, in the event of the Company’s merger with another company, the pledge rights established pursuant to this agreement are understood to be hereby extended to: 9.4.1 shareholdings or stocks that, as a result of the merger, will be assigned to the Pledgor by said other company, in exchange for the Quota. 9.4.2 shareholdings or stocks representing the entire share capital of any other company (the “Absorbing Company”) with which the Company will be amalgamated as a result of a merger by amalgamation, whether direct or inverse; in this case, the pledge registered on the Company’s Quota shall be reregistered on the share of the Absorbing Company attributed to the Pledgor (or to another entity of person at that time constituting the quotaholder of the Company) by virtue of the aforesaid merger. 9.5 In the cases envisaged under the preceding Paragraph 9.4, the Pledgor undertakes to (i) ensure that the documents relating to the merger, whether direct or inverse, of the Company with another company, contain language deemed satisfactory by the Collateral Agent in order to safeguard the pledge rights established pursuant to this agreement and to ensure that such rights shall be maintained and/or extended to the shareholdings and stocks, mentioned at the above paragraphs 9.4.1 and 9.4.2; (ii) sign, on the same date as the agreement of any merger in which the Company participates, (a) an act recognising the pledge rights established pursuant to this agreement, in a form deemed satisfactory by the Collateral Agent or, (b) if requested in good faith by the Collateral Agent, a new pledge agreement containing substantially the same provisions as those set out herein, to be filed with the competent Companies Registry; and (iii) ensure that the company issuing the shareholdings or stocks assigned at the time of merger to the Pledgor, or in those cases envisaged at the preceding paragraph 9.4.2, the Absorbing Company, shall proceed promptly to comply with the required legal formalities, in accordance with the provisions of Article 5 (“Perfection of the Pledge as Collateral on Quota”) and shall deliver to the Collateral Agent a true extract of the pages of said company’s share ledger showing the Second First Italian Pledge over Quota’s annotation. 9.6 The pledge rights on the Pledgor’s quota resulting from any increase of the Company’s stated capital, according to the provisions of the preceding paragraphs, shall be considered, for all purposes of, and within the limits allowed by, the law the same pledge rights as were originally created and perfected hereby, shall take effect on the same date hereof and shall be subject to the same provisions contained herein. 9.7 The costs deriving from the undertakings provided for by this Article shall be borne by the Pledgor.