PRESENTING THE SHARES IN ORDER FOR SUCH SHARES TO BE PURCHASED BY THE COMPANY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, ACTING IN THE
NAME AND ON BEHALF OF THE BENEFICIARIES.
2.2.4
IN THE EVENT THAT THE COMPANY SHOULD EFFECT A REDUCTION OF ITS
CAPITAL DUE TO LOSSES, THE PLEDGOR UNDERTAKES TO INFORM THE ADMINISTRATIVE AGENT
PROMPTLY OF THE PROPOSED REDUCTION AND, IN ANY EVENT, PRIOR TO THE DATE ON WHICH
THE SHAREHOLDERS VOTE ON SUCH PROPOSED REDUCTION, AND ANY SHARES OF THE COMPANY
RESULTING FROM THE SHARES AS A CONSEQUENCE OF SUCH REDUCTION IN CAPITAL SHALL BE
AUTOMATICALLY INCORPORATED INTO THE FINANCIAL INSTRUMENTS ACCOUNT.
2.2.5
MORE GENERALLY, ANY SHARES, OR OTHER SHAREHOLDER INTERESTS
ATTRIBUTED TO THE PLEDGOR AND CONSTITUTING OWNERSHIP INTERESTS IN ANY LEGAL
ENTITY RESULTING FROM THE CONTRIBUTION OF THE SHARES IN CONNECTION WITH THE
TRANSFORMATION OR MERGER OF THE COMPANY OR ANY SIMILAR OPERATION CONCERNING THE
LEGAL NATURE OR ORGANIZATION OF THE COMPANY, SHALL BE CONSIDERED AS BEING
SUBJECT TO THE PLEDGE CREATED HEREUNDER AND, CONSEQUENTLY, SHALL BE INCORPORATED
INTO THE FINANCIAL INSTRUMENTS ACCOUNT OR THE DIVIDENDS ACCOUNT, AS THE CASE MAY
BE. THE PLEDGOR SHALL PROMPTLY, AT ITS OWN COST, SIGN ALL DOCUMENTS AND TAKE ALL
ACTION NECESSARY TO CONFIRM SUCH RIGHTS OF THE BENEFICIARIES IN SUCH SHARES OR
OTHER SHAREHOLDER INTERESTS.
3
REPRESENTATIONS AND WARRANTIES
3.1
Representations and warranties of the Pledgor
The Pledgor hereby represents and warrants to the Administrative Agent, acting
in the name and on behalf of the Beneficiaries, that:
3.1.1
IT IS A DULY INCORPORATED, REGISTERED AND VALIDLY EXISTING COMPANY
IN ACCORDANCE WITH THE LAWS AND REGULATIONS GOVERNING IT AND HAS THE POWER TO
OWN ITS PROPERTY AND OTHER ASSETS AND TO CONDUCT ITS BUSINESS AS IT IS NOW BEING
CONDUCTED AND HEREAFTER PROPOSED TO BE CONDUCTED;
3.1.2
IT HAS POWER TO EXECUTE AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND ALL NECESSARY CORPORATE, SHAREHOLDER AND OTHER ACTION HAS BEEN
TAKEN TO AUTHORIZE THE EXECUTION AND PERFORMANCE OF THE SAME;
3.1.3
ANY GOVERNMENTAL OR ADMINISTRATIVE AUTHORIZATIONS REQUIRED TO BE
OBTAINED OR RECEIVE BY IT IN ORDER TO EXECUTE AND PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT AND TO ENSURE THE VALIDITY AND ENFORCEABILITY THEREOF HAVE BEEN
OBTAINED AND ARE IN FORCE;
4
3.1.4
THE EXECUTION OF THIS AGREEMENT AS WELL AS THE PERFORMANCE OF ITS
OBLIGATIONS CONTAINED HEREIN ARE ITS VALID AND LEGALLY BINDING OBLIGATIONS, AND
DO NOT CONTRAVENE OR CONFLICT WITH, OR RESULT IN ANY BREACH OF ANY OF THE TERMS
OF, OR CONSTITUTE A DEFAULT UNDER ITS ARTICLES OF ASSOCIATION, OR ANY PROVISION
OF ANY CONTRACT OR ANY UNDERTAKING TO WHICH IT IS A PARTY OR BY WHICH IT IS
BOUND;
3.1.5
THE SHARES WERE DULY ISSUED AND ARE FULLY PAID-UP, ARE WHOLLY OWNED
BY THE PLEDGOR AND ARE NOT SUBJECT TO A PLEDGE, ATTACHMENT OR SEQUESTRATION OF
ANY KIND OTHER THAN THE PLEDGE CREATED HEREUNDER, AND THERE IS NO PURCHASE OR
SALE OPTION WITH RESPECT TO ANY OF THEM;
3.1.6
THE SHARES ARE HELD IN REGISTERED