Common use of The ADSs and the Shares Clause in Contracts

The ADSs and the Shares. The Shares and the Offered ADSs have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be validly issued, will be fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares and the Offered ADSs is not subject to any pre-emptive or similar rights that have not been waived; the Shares may be freely deposited by the Company with the Custodian against issuance by the Depositary of ADRs evidencing Offered ADSs; the Offered ADSs, when issued and delivered against payment thereof, will be freely transferable to or for the account of the several Underwriters and to the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Offered ADSs under the laws of the Federal Republic of Germany.