CONVERSION OR REPAYMENT OPTION Sample Clauses

CONVERSION OR REPAYMENT OPTION. 4.1 The Trust may, in its absolute discretion, serve a written demand on the Company requiring that the Company: 4.1.1 convert the full amount or part only of the Loan into fully paid new Ordinary Shares in the following circumstances: 4.1.1.1 at any time upon request by the Trust; or 4.1.1.2 in the case of a Sale, immediately prior to the completion of a Sale; or 4.1.1.3 in the case of a Listing, immediately prior to admission to trading of the shares in the Company on the Recognised Investment Exchange, 4.1.2 repay the full amount or part only of the Loan together with Accrued Interest in the following circumstances: 4.1.2.1 at any time after the third anniversary of the Effective Date in accordance with Clause 4.3; or 4.1.2.2 in the case of a Sale, immediately prior to the completion of a Sale; or 4.1.2.3 in the case of a Listing, immediately prior to admission to trading of the shares in the Company on the Recognised Investment Exchange, in each case in accordance with the terms of this Clause 4.1. 4.2 The Trust may not require the Company to repay the Loan and Accrued Interest pursuant to Clause 4.1.2 if, as a result of such repayment, the Company is reasonably likely to become insolvent provided that the Trust shall be permitted to either elect for repayment of the Loan to be made pursuant to Clause 4.1.1 or, without prejudice to the Trust’s right to demand repayment at a future time, to withdraw a demand for repayment under this Clause 4.1 if, following service of the demand by the Trust, it is determined in the reasonable opinion of the Board based on the most recent management accounts of the Company or other appropriate evidence that the Company is reasonably likely to become insolvent. For the purposes of this Clause the Company shall be considered to be insolvent if, following the repayment, it would be unable to pay its debts as they fall due. 4.3 Any written demand served by the Trust on the Company shall state the amount of the Loan and Accrued Interest that shall be repaid (the “Repayment Amount”) and shall specify that part of the Loan (if any) that shall be converted into Ordinary Shares (the “Conversion Amount”). For the avoidance of doubt the Trust may in its absolute discretion require the repayment of the Loan (and Accrued Interest) part in cash and part by the conversion into Ordinary Shares. Accrued Interest shall only be repayable in cash. 4.4 If the Trust decides to implement the option set out in Clause 4.1. 2.1 the Repayment Amo...
View SourceView Similar (2)
CONVERSION OR REPAYMENT OPTION. Conversion and repayment. Wellcome may by notice to the Company: at any time, convert the Loan (or part of the Loan) to fully paid new Conversions Shares; and require immediate repayment of the full amount or part only of the Loan together with Accrued Interest in the following circumstances: at any time after the [third] anniversary of the Effective Date; in the case of a Sale, immediately prior to the completion of a Sale; in the case of a Listing, immediately prior to admission to trading of the shares of the Company on the applicable stock exchange; or in the case of an Event of Default, in accordance with Clause 9.
View Source
CONVERSION OR REPAYMENT OPTION 
View SourceView Similar (2)

Related to CONVERSION OR REPAYMENT OPTION

  • Optional Conversion of Advances Each Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.10 and 2.14, Convert all or any part of Advances made to such Borrower of one Type comprising the same Borrowing into Advances of the other Type or of the same Type but having a new Interest Period; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the applicable Borrower. This Section shall not apply to Swingline Borrowings, which may not be Converted.

  • Conversion of Advances (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. on the third Business Day prior to the date of any proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18, Convert all Advances of one Type into Advances of another Type or Types or Continue Advances of the same Type having the same or a new Interest Period; provided that no Advance shall be Converted to or Continued as a Eurodollar Rate Advance if any Event of Default shall have occurred and be continuing. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or Continuation, (ii) the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to Eurodollar Rate Advances, the duration of the Interest Period for each such Advance. (b) If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitment. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

  • Redemption or Repurchase The Distributor shall act as agent for the Trust in connection with the redemption or repurchase of Series shares by the Trust to the extent and upon the terms and conditions set forth in the current applicable prospectus of the Trust relating to the Series shares, and the Trust agrees to reimburse the Distributor, from time to time upon demand, for any reasonable expenses incurred in connection with such redemptions or repurchases. The Trust will remit to the Distributor any contingent deferred sales charges imposed on redemptions or repurchases of Series shares (other than Class B shares) upon the terms and conditions set forth in the then current prospectus of the Trust. The Trust will also remit to the Distributor (or its designee or transferee), in addition to the Class B Distribution Fee, any contingent deferred sales charges imposed on redemptions or repurchases of Class B shares, in accordance with the Remittance Agreement attached hereto as Exhibit B.

  • Prepayment of Advances No Borrower shall have the right to prepay any principal amount of any Advances other than as provided in this Section 2.07.

  • Optional Conversion of Revolving Credit Advances The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11(a), Convert all Revolving Credit Advances of one Type comprising the same Borrowing into Revolving Credit Advances of the other Type (it being understood that such Conversion of a Revolving Credit Advance or of its Interest Period does not constitute a repayment or prepayment of such Revolving Credit Advance); provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall be substantially in the form of Exhibit H hereto, and shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.